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**UNITED STATESSECURITIES AND EXCHANGE COMMISSION** Washington, D.C. 20549

FORM 10-QSB

**x******Quarterly
  Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
  For the quarterly period ended SEPTEMBER 30, 2003

 ̈Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act
  of 1934 
  For the transition period _____________ to _____________

Commission File Number 0-50119

IMAGE INNOVATIONS HOLDINGS INC.
  
  (Exact name of small Business Issuer as specified in its charter)

|NEVADA                                          | 91-1898414                       
|----------------------------------------------- | ---------------------------------
|(State or other jurisdiction of                 | (IRS Employer Identification No.)
|incorporation or organization)                  |                                  
|                                                |                                  
|SUITE 1109, 100 PARK ROYAL                      |                                  
|WEST VANCOUVER, BRITISH COLUMBIA                |                                  
|CANADA                                          | V7T 1A2                          
|(Address of principal executive offices)        | (Zip Code)                       
|                                                |                                  
|Issuers telephone number, including area code: | (604) 925-5283                   

BUSANDA EXPLORATIONS INC. 1550 Ostler Court North Vancouver, British Columbia, Canada V7G 2P1 Telephone: 604-990-2072 
  (Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to
  be filed by Section 13 or 15(d) of the Securities 
  Exchange Act of 1934 during the preceding 12 months (or for such shorter period
  that the issuer was required 
  to file such reports), and (2) has been subject to such filing requirements
  for the past 90 days**x******
  Yes ̈ No

State the number of shares outstanding of each of the issuers
  classes of common stock, as of the latest 
  practicable date: 18,170,000 Shares of $0.001 par value Common Stock outstanding
  as of 
  November 10, 2003.

Transitional Small Business Disclosure Format (check one):
  Yes ̈No   ****x****

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PART I - FINANCIAL INFORMATION

ITEM 1.           FINANCIAL
  INFORMATION.

The consolidated financial statements for Image Innovations
  Inc. (Image) included herein are unaudited but reflect, in managements
  opinion, all adjustments, consisting only of normal recurring adjustments, that
  are necessary for a fair presentation of Images financial position and
  the results of its operations for the interim periods presented. Because of
  the nature of Images business, the results of operations for the nine
  months ended September 30, 2003 are not necessarily indicative of the results
  that may be expected for the full fiscal year. The financial statements included
  herein should be read in conjunction with the financial statements and notes
  thereto included in the Form 10KSB for the year ended December 31, 2002

2

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IMAGE INNOVATIONS HOLDINGS INC. Consolidated Balance Sheet
  (Unaudited)

|                                                         |   | September 30 |  
|-------------------------------------------------------- | - | ------------ | -
|                                                         |   | 2003         |  
|ASSETS                                                   |   |              |  
|                                                         |   |              |  
|Current Assets                                           |   |              |  
|Cash                                                     | $ | 284,033      |  
|Prepaid
      Expenses                                   |   | 158,750      |  
|                                                         |   | 442,783      |  
|Office Equipment                                         |   | 7,900        |  
|                                                         |   |              |  
|                                                         | $ | 450,683      |  
|                                                         |   |              |  
|LIABILITIES AND SHAREHOLDER'S DEFICIENCY                 |   |              |  
|                                                         |   |              |  
|Current Liabilities                                      |   |              |  
|Accounts Payable                                         | $ | 7,508        |  
|Demand
      Loan HE Capital                             |   | 822,384      |  
|                                                         |   | 829,892      |  
|                                                         |   |              |  
|Shareholders Deficiency                                  |   |              |  
|                                                         |   |              |  
|Common Stock                                             |   | 18,170       |  
|50,000,000 authorized
      shares, par value $          |   |              |  
|18,170,000 shares
      issued and outstanding           |   |              |  
|                                                         |   |              |  
|Preferred Stock                                          |   |              |  
|1,000,000 authorized
      preferred shares, par value $ |   |              |  
|Nil shares issued
      and outstanding                  |   |              |  
|Accumulated
      Deficit                                |   | (397,379     | )
|                                                         |   | (379,209     | )
|                                                         | $ | 450,683      |  

The accompanying notes are integral part of the consolidated financial statements.

F-1

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IMAGE INNOVATIONS HOLDINGS INC. Consolidated Statement of Operations
  (Unaudited)

|                                            |   | Three
      Months Ended |   |   | Nine
      Months Ended |  
|------------------------------------------- | - | ------------------------ | - | - | ----------------------- | -
|                                            |   | September 30             |   |   | September 30            |  
|                                            |   | 2003                     |   |   | 2003                    |  
|                                            |   |                          |   |   |                         |  
|Revenues:                                   |   |                          |   |   |                         |  
|Revenues                                    | $ | -                        |   | $ | -                       |  
|                                            |   |                          |   |   |                         |  
|Expenses:                                   |   |                          |   |   |                         |  
|Legal
      & Professional Fees             |   | 5,965                    |   |   | 7,786                   |  
|Communications                              |   | 3,175                    |   |   | 10,068                  |  
|Depreciation                                |   | 502                      |   |   | 656                     |  
|Insurance                                   |   | -                        |   |   | 10,284                  |  
|Office
      Rent & Utilities               |   | 6,679                    |   |   | 13,759                  |  
|Payroll & Consulting
      fees             |   | 89,900                   |   |   | 202,186                 |  
|Product
      Development                   |   | 22,985                   |   |   | 38,330                  |  
|Other
      Expenses                        |   | 27,138                   |   |   | 67,763                  |  
|                                            |   | 156,344                  |   |   | 350,832                 |  
|                                            |   |                          |   |   |                         |  
|Loss before Taxes                           |   | (156,344                 | ) |   | (350,832                | )
|                                            |   |                          |   |   |                         |  
|Provision for Income Taxes:                 |   |                          |   |   |                         |  
|Income
      Tax                            |   | -                        |   |   | -                       |  
|                                            |   |                          |   |   |                         |  
|Net Income
      (Loss)                     | $ | (156,344                 | ) | $ | (350,832                | )
|                                            |   |                          |   |   |                         |  
|Basic and Diluted Earnings Per Common Share | $ | (0.01                    | ) | $ | (0.02                   | )
|                                            |   |                          |   |   |                         |  
|Weighted Average number of Common Shares    |   |                          |   |   |                         |  
|used
      in per share calculations        |   | 18,170,000               |   |   | 18,170,000              |  

The accompanying notes are integral part of consolidated financial statements.

F-2

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IMAGE INNOVATIONS HOLDINGS INC. Consolidated Statement of Changes in Shareholders' Equity 
  (Unaudited)

|                                      |            |   |   |           |  |   | Paid-In        |   |   |             |   |   |               |  
|------------------------------------- | ---------- | - | - | --------- |  | - | -------------- | - | - | ----------- | - | - | ------------- | -
|                                      |            |   |   | $0.001    |  |   | Capital        |   |   | Accumulated |   |   | Shareholders' |  
|                                      | Shares     |   |   | Par Value |  |   | (No par value) |   |   | Deficit     |   |   | Equity        |  
|                                      |            |   |   |           |  |   |                |   |   |             |   |   |               |  
|Issued by Image on incorporation -    |            |   |   |           |  |   |                |   |   |             |   |   |               |  
|January 14, 2003                      | 1,000      |   | $ | -         |  | $ | 1,000          |   | $ | -           |   | $ | 1,000         |  
|                                      |            |   |   |           |  |   |                |   |   |             |   |   |               |  
|Prior Image share capital, replaced   |            |   |   |           |  |   |                |   |   |             |   |   |               |  
|by Busanda share
      capital upon   |            |   |   |           |  |   |                |   |   |             |   |   |               |  
|consolidation under
      reverse     |            |   |   |           |  |   |                |   |   |             |   |   |               |  
|takeover accounting                   | (1,000     | ) |   | -         |  |   | -              |   |   | -           |   |   | -             |  
|                                      |            |   |   |           |  |   |                |   |   |             |   |   |               |  
|Current Image share capital, replaced |            |   |   |           |  |   |                |   |   |             |   |   |               |  
|by Busanda share
      capital upon   |            |   |   |           |  |   |                |   |   |             |   |   |               |  
|consolidation under
      reverse     |            |   |   |           |  |   |                |   |   |             |   |   |               |  
|takeover accounting                   | 18,170,000 |   |   | 18,170    |  |   | (1,000         | ) |   | (17,170     | ) |   | -             |  
|                                      |            |   |   |           |  |   |                |   |   |             |   |   |               |  
|Net monetary liabilities of Busanda   |            |   |   |           |  |   |                |   |   |             |   |   |               |  
|acquired by Image                     | -          |   |   | -         |  |   | -              |   |   | (29,377     | ) |   | (29,377       | )
|                                      |            |   |   |           |  |   |                |   |   |             |   |   |               |  
|Net Income (Loss)                     | -          |   |   | -         |  |   | -              |   |   | (350,832    | ) |   | (350,832      | )
|                                      |            |   |   |           |  |   |                |   |   |             |   |   |               |  
|Balance, September 30, 2002           | 18,170,000 |   | $ | 18,170    |  | $ | -              |   | $ | (397,379    | ) | $ | (379,209      | )

The accompanying notes are integral part of consolidated financial statements.

F-3

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IMAGE INNOVATIONS HOLDINGS INC. Consolidated Statement of Cash Flows
  (Unaudited)

|                                                    |   | Three Months Ended |   |   | Nine Months Ended |  
|--------------------------------------------------- | - | ------------------ | - | - | ----------------- | -
|                                                    |   | September 30       |   |   | September 30      |  
|                                                    |   | 2003               |   |   | 2003              |  
|                                                    |   |                    |   |   |                   |  
|Cash Flows from Operating Activities:               |   |                    |   |   |                   |  
|Net Income (Loss)                                   | $ | (156,344           | ) | $ | (350,832          | )
|Adjustments to reconcile
      net loss to net cash |   |                    |   |   |                   |  
|provided (used)
      to operating activities:      |   |                    |   |   |                   |  
|Depreciation                                        |   | 502                |   |   | 656               |  
|Increase
      (Decrease) in Working Capital        |   | (60,731            | ) |   | (195,242          | )
|Total
      Adjustments                             |   | (60,229            | ) |   | (194,586          | )
|Net Cash Used in Operating Activities               |   | (216,573           | ) |   | (545,418          | )
|                                                    |   |                    |   |   |                   |  
|                                                    |   |                    |   |   |                   |  
|Cash Flows from Investing Activities:               |   |                    |   |   |                   |  
|Office
      Equipment                              |   | (3,921             | ) |   | (8,556            | )
|Net Cash Used in Investing Activities               |   | (3,921             | ) |   | (8,556            | )
|                                                    |   |                    |   |   |                   |  
|Cash Flows from Financing Activities:               |   |                    |   |   |                   |  
|Demand Loan HE Capital                              |   | 470,544            |   |   | 822,384           |  
|Issuance of Stock
      for Cash                    |   | -                  |   |   | 1,000             |  
|Cash Component of
      Net Liabilities             |   |                    |   |   |                   |  
|of
      Busanda Acquired                           |   | -                  |   |   | 14,623            |  
|Net Cash Provided for Financing Activities          |   | 470,544            |   |   | 838,007           |  
|Net Increase (Decrease) in Cash                     |   | 250,050            |   |   | 284,033           |  
|                                                    |   |                    |   |   |                   |  
|Cash Balance, Begin Period                          | $ | 33,983             |   |   | -                 |  
|Cash Balance, End Period                            | $ | 284,033            |   | $ | 284,033           |  
|                                                    |   |                    |   |   |                   |  
|Supplemental Disclosures:                           |   |                    |   |   |                   |  
|Cash Paid for interest                              | $ | -                  |   | $ | -                 |  
|Cash Paid for income
      taxes                    | $ | -                  |   | $ | -                 |  

The accompanying notes are integral part of consolidated financial statements.

F-4

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IMAGE INNOVATIONS HOLDINGS INC. 
  Notes to Consolidated Financial Statements 
  As at September 30, 2003

|1. | Basis of preparation and presentation:
        The accompanying consolidated financial statements have been prepared
          to reflect the legal acquisition on June 30, 2003 of Image Innovations
          Inc. (Image) by Image Innovations Holdings Inc. formerly
          Busanda Explorations Inc. (Image Holdings) (the Acquisition).
          The consolidated financial statements of Image Holdings give effect
          to the Acquisition under which the shareholders of Image Innovations
          exchanged all of their common shares of Image Innovations for common
          shares of Image Holdings.
        Notwithstanding its legal form, the Acquisition has been accounted
          for as a reverse takeover, as the former shareholders of Image own in
          aggregate approximately 55% of the common shares of Image Holdings,
          and so are now the majority shareholders of Image Holdings. Also, as
          Image Holdings was an inactive company with nominal net non-monetary
          assets, the Acquisition has been accounted for as an issuance of stock
          by Image accompanied by a recapitalization (see note 3 Common Stock).
          The net monetary liabilities of Image Holdings acquired by Image have
          been charged to the accumulated deficit.
        As required under reverse takeover accounting, these financial statements
          have been issued under the name of Image Holdings and reflect the share
          capital structure of Image Holdings. However, they reflect the financial
          statements of Image and account for the Acquisition as an acquisition
          of Image Holdings by Image. The consolidated financial statements therefore
          include:
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Image was incorporated on
        January 14, 2003. The consolidated statement of operations has been prepared
        for the period from this date to September 30, 2003. No comparative information
        has been provided as this is the first year of operations for Image.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|2. | Summary of Significant Accounting Policies:
        Organization
        Image Holdings was incorporated under the laws of the State of Nevada
          on March 3, 1998 for the purpose to promote and carry on any lawful
          business for which a corporation may be incorporated under the laws
          of the State of Nevada. Image Holdings has a total of 50,000,000 authorized
          common shares with a par value of $.001 per share and with 18,170,000
          common shares issued and outstanding as of September 30, 2003. Image
          Holdings has a total of 1,000,000 authorized preferred shares with a
          par value of $.01 per share, there were no preferred shares issued and
          outstanding as of September 30, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

F-5

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IMAGE INNOVATIONS HOLDINGS INC. 
  Notes to Consolidated Financial Statements 
  As at September 30, 2003

| | The consolidated financial statements for Image Holdings
        included herein are unaudited but reflect, in managements opinion,
        all adjustments, consisting only of normal recurring adjustments, that
        are necessary for a fair presentation of Image Holdings' financial position
        and the results of its operations for the interim periods presented and
        are necessary to ensure that the financial statements of the company are
        not misleading.
      Prior to the Acquisition Image Holdings then Busanda
        Explorations Inc., had entered into an agreement to purchase mineral property
        claims in the Laird Mining Division, British Columbia, Canada, but lost
        the claim due to lack of funding. Image Holdings had no other business.
        Image Holdings was therefore an inactive company with nominal net non-monetary
        assets, the shares of which were and continue to be publicly traded on
        the OTC Bulletin Board.
      Image was incorporated under the laws of the State of
        Delaware on January 14, 2003 for the purpose to promote and carry on any
        lawful business for which a corporation may be incorporated under the
        laws of the State of Delaware. Image has a total of 1,500 authorized common
        shares with no par value and has 1,000 common shares issued and outstanding
        as of June 30, 2003.
      Image has been established to become a recognized player
        in the field of promotional licensing and branding. Images goal
        is to add value to a wide variety of relatively low cost, but desirable
        or essential products, by endorsing them with the brand logos of sports
        teams and/or household trademarks.
      Image has entered into a license agreement with NHL
        Enterprises, LP for the license of the National Hockey League name and
        other NHL logos and indicia for use in connection with batteries and other
        battery related products. The license is a non-exclusive license for the
        United States. The license is for a term expiring December 31, 2004.
      Image has also entered into a letter of intent with
        NFL Properties LLC for the grant of a license to use the National Football
        League mark and other related marks in connection with batteries, flashlights
        with batteries, e-badge with batteries, radios with batteries, and universal
        remote controls with batteries. The license will be limited to the United
        States. The license will be for a term expiring March 31, 2004 and is
        subject to the execution of a definitive license agreement with NFL Properties
        LLC.
      Image has also entered into a license agreement with
        Riddell Sports Group. Riddell is the official supplier of Football helmets
        to the NFL and supplies helmets to most football teams of the NCAA and
        the CFL. Under the terms of the agreement Image Innovations Inc. will
        manufacture and distribute a pocket size AM/FM radio with ear jacks, replicating
        Riddell-style football helmet. The initial term of the agreement is for
        one year with renewal terms up to the year 2005 if certain conditions
        are fulfilled.
      Image plans to pursue negotiations with further sports
        leagues and sports teams to obtain additional license rights.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-6

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IMAGE INNOVATIONS HOLDINGS INC. 
  Notes to Consolidated Financial Statements 
  As at September 30, 2003

|   | Earnings per Common Share
        The consolidated Busanda adopted Financial Accounting Standards (SFAS)
          No. 128, Earnings Per Share, which simplifies the computation
          of earnings per share requiring the restatement of all prior periods.
        Basic earnings per share are computed on the basis of the weighted
          average number of common shares outstanding during each year.
        Diluted earnings per share are computed on the basis of the weighted
          average number of common shares and dilutive securities outstanding.
          Dilutive securities having an anti-dilutive effect on diluted earnings
          per share are excluded from the calculation.
        Fair Value of Financial Instruments
        The Financial Accounting Standards Board (FASB) Statement
          No. 107 Disclosure About Fair Value of Financial Instruments
          is a part of a continuing process by the FASB to improve information
          on consolidated financial statements. The carrying amounts reported
          in the balance sheets for The consolidated Image Holdings assets
          and liabilities approximate their fair values as of September 30, 2003.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|3. | Common Stock
        Image Holdings has authorized 50,000,000 common shares. At September
          30, 2003, Image Holdings has issued 18,170,000 shares of common stock
          to various investors.
        Image Holdings has authorized 1,000,000 preferred shares. At September
          30, 2003 no preferred shares have been issued.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|4. | Demand Loan HE Capital
        We have been dependent upon H.E. Capital S.A., a related party in
          order to fund the business of Image to date. H.E. Capital has agreed
          to advance funds to Image in order to finance the start-up of our business
          operations pursuant to a loan agreement between H.E. Capital and Image.
          H.E. Capital has advanced to Image a total of $822,384 as of September
          30, 2003. The loans are secured by a general security agreement granted
          by Image against all of its assets. There is no assurance that H.E.
          Capital will advance additional amounts in order to fund the business
          of Image.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|5. | Subsequent Events
        There were no material subsequent events that have occurred since
          the balance sheet date that warrants disclosure in these consolidated
          financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

F-7

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ITEM 2.           
  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

FORWARD-LOOKING STATEMENTS

The information in this Quarterly Report on Form 10-QSB contains
  forward-looking statements within the meaning of Section 27A of the Securities
  Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
  as amended. These forward-looking statements involve risks and uncertainties,
  including statements regarding Image Innovations Holdings' capital needs, business
  plans and expectations. Forward-looking statements are made, without limitation,
  in relation to operating plans, business development, availability of funds
  and operating costs. Any statements contained herein that are not statements
  of historical facts may be deemed to be forward-looking statements. In some
  cases, you can identify forward-looking statements by terminology such as "may",
  "will", "should", "expect", "plan", "intend", "anticipate", "believe", "estimate",
  "predict", "potential" or "continue", the negative of such terms or other comparable
  terminology. Actual events or results may differ materially. In evaluating these
  statements, you should consider various factors, including the risks outlined
  below, and, from time to time, in other reports Image Innovations Holdings files
  with the SEC, including Image Innovations Holdings Annual Report on Form
  10-KSB for the year ended December 31, 2002. These factors may cause Image Innovations
  Holdings' actual results to differ materially from any forward-looking statement.
  Image Innovations Holdings disclaims any obligation to publicly update these
  statements, or disclose any difference between its actual results and those
  reflected in these statements. The information constitutes forward-looking statements
  within the meaning of the Private Securities Litigation Reform Act of 1995.
  Given these uncertainties, readers are cautioned not to place undue reliance
  on such forward-looking statements.

OVERVIEW

Image Innovations Holdings Inc., formerly Busanda Explorations
  Inc., (We, Image Innovations Holdings or the Company)
  completed the acquisition of all of the issued and outstanding shares of Image
  Innovations Inc. (Image Innovations) effective June 30, 2003. Image
  Innovations is a Delaware corporation incorporated on January 14, 2003. The
  acquisition was completed pursuant to offers made by us dated June 23, 2003
  to all the shareholders of Image Innovations to purchase their shares in exchange
  for an aggregate of 10,000,000 shares of our common stock on the basis of 10,000
  shares for each outstanding share of Image Innovations. It was a condition precedent
  of closing that all shareholders of Image Innovations accept our offer and that
  audited financial statements of Image Innovations had been delivered to us.
  We issued 10,000,000 shares of our common stock to the existing shareholders
  of Image Innovations in consideration of the transfer by the existing shareholders
  of all of their shares of Image Innovations to us. As a result of this transaction,
  Image Innovations is now a wholly owned subsidiary of Image Innovations Holdings.

Image Innovations was incorporated to engage in the business
  of promotional licensing and branding with the objective of adding value to
  a wide variety of relatively low cost, but desirable or essential products,
  by endorsing them with the brand logos of sports teams and/ or other recognized
  trademarks. On February 11, 2003, Image Innovations entered into a retail license
  agreement with NHL Enterprises, L.P. to market a limited range of products under
  the National Hockey League brand. Image Innovations has signed a letter of intent
  with National Football League Properties to obtain a license to market a limited
  range of products under the NFL brand.

The principal components of the business strategy of Image
  Innovations are as follows:

|1. | To identify a range of consumer products that can
        be manufactured and resold for high mark-ups with the product endorsement
        of recognized sports teams and leagues;
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                    
|2. | To enter into licensing agreements to obtain product
        endorsement rights for the targeted products from recognized sports teams
        and leagues;                        
|   |                                                                                                                                                                                    
|3. | To enter into manufacturing arrangements for the
        manufacture of the targeted products with the licensed product endorsements;                                              

3

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|4.                                                                                                                                                              | To arrange for sale of the targeted products through established distribution
      channels; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
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|5.                                                                                                                                                              | To market the targeted products to consumers.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Each of the components of
        our business strategy for the business of Image Innovations, our operating
        subsidiary, is discussed below as follows:
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|1.                                                                                                                                                              | Targeting of Products
      Image Innovations plans to target relatively low cost,
        but desirable or essential consumer products. Image Innovations has selected
        alkaline batteries as its initial targeted product. Image Innovations
        believe that alkaline batteries and alkaline battery products satisfy
        our criteria of being relatively low cost products that are capable of
        high markup and that are either desirable or essential products used by
        consumers. Alkaline batteries and battery products offer a range of opportunities
        for branding and product endorsement. Examples of battery products include
        desk clocks, travel clocks, flashlights, radios, calculators, touch-lights,
        personal alcohol breath testers and educational items.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
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|2.                                                                                                                                                              | Licensing Agreements
      Image Innovations has entered into a license agreement
        with NHL Enterprises, LP for the license of the National Hockey League
        name and other NHL logos and indicia for use in connection with batteries
        and other battery related products. The license is a non-exclusive license
        for the United States. The license is for a term expiring December 31,
        2004. Image Innovations will pay to NHL Enterprises, LP a royalty of 10%
        of net sales. In addition, Image Innovations will pay guaranteed annual
        minimum payments of $60,000 US, including an upfront fee of $15,000 US
        that has been paid by Image Innovations.
      Image Innovations has also entered into a letter of
        intent with NFL Properties LLC for the grant of a license to use the National
        Football League mark and other related marks in connection with batteries,
        flashlights with batteries, e-badge with batteries, radios with batteries,
        and universal remote controls with batteries. The arrangement requires
        an advance royalty payment of $100,000 US, which has been paid by Image
        Innovations. Image Innovations is required to pay a royalty of 11% of
        net sales. The license will be limited to the United States. The license
        will be for a term expiring March 31, 2004 and is subject to the execution
        of a definitive license agreement with NFL Properties LLC.
      We entered into a license agreement with RHC Licensing
        Corporation in July 2003 whereby we acquired a license to manufacture
        a pocket-size AM/FM Helmet Radio that replicates a Riddell style football
        helmet. The license agreement is for a one year term for the United States
        and Canada and requires us to pay a royalty based on net sales. We have
        the right to renew the agreement for additional one year terms upon our
        achieving performance milestones stipulated in the agreement. We paid
        a non-refundable royalty payment of $20,000 upon execution of the license
        agreement.
      We plan to pursue negotiations with further sports leagues
        and sports teams to obtain additional license rights.
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|3.                                                                                                                                                              | Manufacturing Arrangements
      Image Innovations does not anticipate manufacturing
        any of the targeted products. Image Innovations plans to outsource manufacturing
        to manufacturers located primarily in the Far East. Image Innovations
        believes manufacturing in the Far East will offer the best price competitiveness
        and also the most advanced technology for batteries and battery related
        products. Image Innovations has begun to establish relationships with
        major suppliers in Asia who are believed by Image Innovations to be capable
        of delivering innovative products with the brand recognition colors and
        symbols of the licensed properties. Image Innovations plans to establish
        these relationships through attendance at major international trade shows
        and through a program of personal visits to the Far                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | East. Image Innovations plans to work with its major
        suppliers in order to keep abreast of new product lines as they become
        available in order that its targeted products remain in demand.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
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|4.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Distribution
      Image Innovations plans to use in-house staff and a
        network of independent brokers to market its product to targeted retailers.
        Image Innovations believes that the key to gaining entry into major retailers
        will be established relationships. Image Innovations plans to establish
        a network of seasoned salesmen in the United States who will spearhead
        its marketing campaigns in North America. The targeted retail market will
        focus on chain stores, convenience stores, drug stores, electronic retailers
        and specialty distributors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
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|5.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Marketing
      Image Innovations marketing strategy will be to
        focus its licensing program on premier sports franchises and household
        name trademarks. By combining high profile brand names and trademarks
        with desirable or essential consumer products, Image Innovations believes
        that demand for its products will be created. Image Innovations
        overall objective is to establish itself as a specialized brand licensing
        and promotional merchandising company. One objective of Image Innovations
        will be to create brand name awareness amongst decision makers who place
        its targeted products into its targeted market.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|PLAN OF OPERATIONS
      We anticipate that we will require approximately $2,820,000
        over the next twelve months in order to carry out the plan of operations
        for Image Innovations. This amount is comprised of the following amounts:                                                                                                                                                                                                                                                                                                                                                       
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|1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | We anticipate that we will require approximately
        $1,500,000 over the next twelve months in connection with the acquisition
        of products for resale pursuant to our license arrangements. This amount
        includes amounts to be paid for letters of credit to fund purchases of
        product from manufacturers. These costs will include manufacturing costs,
        freight, duties, insurance and import and customs expenses. The amount
        that we spend on product acquisition expenses will be dependent both on
        the amount of financing that we are able to achieve and upon our success
        in establishing sales of products bearing the brand names we have licensed.
        We anticipate spending approximately $50,000 to develop new products under
        license arrangements for marketing to customers. An example of a new product
        that we are currently developing is a Ridell styled football
        helmet incorporating an AM/FM radio pursuant to our license agreement
        with RHC Licensing Corporation. We also anticipate spending approximately
        $50,000 to attend trade shows to display and market our products to potential
        customers, including retailers.
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|2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | We anticipate that we will require approximately
        $1,000,000 to fund our operating expenses over the next twelve month period.
        We anticipate that this amount will also vary based on the amount of financing
        that we are able to achieve and based on the success of our sales efforts.
        If we achieve less than the necessary financing or if our sales are less
        than projected, then we will scale back our operating expenses accordingly.
        We anticipate hiring approximately 5 additional employees in order to
        pursue our plan of operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
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|3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | We require approximately $320,000 in order to repay
        a portion of the demand loans advanced by H.E. Capital S.A. These loans
        have been used to fund our initial operating expenses and our obligations
        under our license arrangements. Mr. Clifford Wilkins, our chief executive
        officer and a director, is a director of H.E. Capital S.A. Mr. Christopher
        Smith, our chief financial officer and a director, is also a director
        of H.E. Capital S.A.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Of the total amount of projected
        expenditures, we anticipate that approximately one-half of these expenses
        will be incurred over the next six month period. We are planning an equity
        financing in order to raise the necessary funds to proceed with the plan
        of operations for Image Innovations. We do not have any arrangements for
        any equity financing currently in place and there is no assurance that
        the necessary equity financing will be achieved. Accordingly, there is
        a risk that we will not achieve additional financing and that we

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will have to scale back the plan of operations of Image Innovations
  to reflect the actual proceeds available to us. Furthermore, there is no assurance
  that H.E. Capital S.A. will advance further funds to us in order to continue
  to fund our plan of operations. If we are not able to achieve the necessary
  financing, then our ability to complete our plan of operations and our business
  and financial condition will be adversely affected.

PRESENTATION OF FINANCIAL INFORMATION

We completed the acquisition of Image Innovations effective
  June 30, 2003. Under United States generally accepted accounting principles,
  our financial statements have been prepared using reverse-acquisition accounting
  principles, which resulted in Image Innovations acquiring Image Innovations
  Holdings for accounting purposes. Accordingly, Image Innovations is treated
  as the acquirer for accounting purposes, even though Image Innovations Holdings
  is the legal acquirer. Under United States generally accepted accounting principles,
  comparative figures for prior periods are based on the operating results of
  Image Innovations, but the type of share capital and number of issued and outstanding
  shares continue to reflect those of Image Innovations Holdings.

OPERATING RESULTS

We incurred expenses totalling $156,344 during the three month
  period ended September 30, 2003 and $350,832 during the nine month period ended
  September 30, 2003. These expenses were associated with the start-up of the
  Image Innovations business. These expenses were financed by advances from H.E.
  Capital S.A., which advances totalled $822,384 as of September 30, 2003. We
  anticipate that the operating expenses of Image Innovations will continue to
  increase as we carry out our plan of operations. These increased operating expenses
  will be incurred prior to Image Innovations realizing revenues. In view of these
  factors, we will require financing in order to carry out our plan of operations.

LIQUIDITY AND FINANCIAL CONDITION

We are in the start-up phase of our operations. We did not
  earn any revenues from January 14, 2003, the date of the incorporation of Image
  Innovations, to September 30, 2003. We have not earned any revenues to date.
  In addition, we had a working capital deficit of $388,109 as of September 30,
  2003. Our ability to generate revenues will depend on our ability to obtain
  financing to fund our plan of operations and our success in implementing our
  plan of operations. There is no assurance that we will be able to obtain the
  financing required to enable us to carry out our plan of operations.

We have been dependent upon H.E. Capital S.A., a related party,
  in order to fund the business of Image Innovations to date. H.E. Capital originally
  agreed to advance up to $500,000 to Image Innovations in order to finance the
  start-up of our business operations pursuant to a loan agreement between H.E.
  Capital and Image Innovations dated January 14, 2003. We entered into an amendment
  to the loan agreement with H.E. Capital on November 5, 2003 whereby H.E. Capital
  agreed to advance up to $1,000,000 under the terms of the loan agreement. H.E.
  Capital has advanced to Image Innovations a total of $822,384 as of September
  30, 2003 and an amount of $822,384 was payable to H.E. Capital S.A. as of September
  30, 2003. The loans bear interest at the rate of 9% per annum and are repayable
  upon demand. The loans are secured by a general security agreement granted by
  Image Innovations against all of its assets. There is no assurance that H.E.
  Capital S.A. will advance additional amounts in order to fund the business of
  Image Innovations in excess of its current commitment to advance $1,000,000.
  We have no arrangement for the financing of the business of Image Innovations
  and there is no assurance that the required financing will be obtained.

H.E. Capital S.A. is a party that is related to us. H.E. Capital
  is a financial brokerage institution, both domestically and internationally.
  Mr. Christopher Smith, our chief financial officer and a director, and Mr. Clifford
  Wilkins, the chairman of our board of directors, are directors of H.E. Capital.
  Mr. Wilkins indirectly has a 50% shareholding in H.E. Capital. Mr. Smith is
  not a shareholder of H.E. Capital, but is the chief financial officer of H.E.
  Capital.

We plan to pursue equity financings through private placements
  of our common stock or common stock and share purchase warrants in order to
  raise the funds necessary to enable us to pursue our plan of operations for
  the next twelve months. We do not have any arrangements in place for equity
  financings and there is no

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assurance that any equity financing will be achieved. If an
  equity financing is achieved, then it is anticipated that existing shareholders
  will suffer dilution.

Our plan of operations for the business of Image Innovations
  will require that we obtain additional financing in order that it can complete
  purchases of targeted products from manufacturers. Manufacturers of the targeted
  products will require that Image Innovations have in place letters of credit
  in favour of manufacturers prior to the start of manufacturing. The posting
  of letters of credit is a standard arrangement for international manufacturing
  orders and is a mechanism that provides manufacturers with assurance that they
  will be paid for the products they manufacture. Letters of credit will only
  be issued by financial institutions against a deposit of either cash or against
  collateral of an amount sufficient to enable the financial institution to post
  a letter of credit. Although Image Innovations plans to only order product from
  manufacturers when it is in possession of firm purchase orders, manufacturers
  will require that letters of credit are in place at the time of ordering. Due
  to our current working capital deficit, we will require additional financing
  before we are able to post letters of credit and start the manufacturing process.

We anticipate that there will be a period of four months between
  the time that product is ordered from a manufacturer until the time payment
  is received from customers. This four month period includes two months for production,
  one month for shipping and delivery and a final ten to thirty days to receive
  payment from customers. Due to this time lag between posting of a letter of
  credit and ultimate realization of revenues, the amount of revenues that we
  will be able to achieve will be dependent on the amount of upfront financing
  that we are able to obtain. If we are not able to obtain financing, then we
  will not be able to order products from manufacturers with the result that we
  may not be able to achieve revenues.

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ITEM 3.           CONTROLS
  AND PROCEDURES.

As required by Rule 13a-15 under the Securities Exchange Act
  of 1934 (the Exchange Act), we carried out an evaluation of the
  effectiveness of the design and operation of our disclosure controls and procedures
  as of September 30, 2003, being the date of our most recently completed fiscal
  quarter. This evaluation was carried out under the supervision and with the
  participation of our Chief Executive Officer, Mr. Alain Kardos and Chief Financial
  Officer, Mr. Christopher Smith. Based upon that evaluation, our Chief Executive
  Officer and Chief Financial Officer concluded that our disclosure controls and
  procedures are effective in timely alerting management to material information
  relating to us required to be included in our periodic SEC filings. There have
  been no significant changes in our internal controls or in other factors that
  could significantly affect internal controls subsequent to the date we carried
  out our evaluation.

Disclosure controls and procedures are controls and other
  procedures that are designed to ensure that information required to be disclosed
  in our reports filed or submitted under the Exchange Act is recorded, processed,
  summarized and reported, within the time periods specified in the Securities
  and Exchange Commission's rules and forms. Disclosure controls and procedures
  include, without limitation, controls and procedures designed to ensure that
  information required to be disclosed in our reports filed under the Exchange
  Act is accumulated and communicated to management, including our Chief Executive
  Officer and Chief Financial Officer, to allow timely decisions regarding required
  disclosure.

During our most recently completed fiscal quarter ended September
  30, 2003, there were no changes in our internal control over financial reporting
  that have materially affected, or are reasonably likely to affect, our internal
  control over financial reporting.

The term internal control over financial reporting
  is defined as a process designed by, or under the supervision of, the registrant's
  principal executive and principal financial officers, or persons performing
  similar functions, and effected by the registrant's board of directors, management
  and other personnel, to provide reasonable assurance regarding the reliability
  of financial reporting and the preparation of financial statements for external
  purposes in accordance with generally accepted accounting principles and includes
  those policies and procedures that:

| | (1) | Pertain to the maintenance of records
        that in reasonable detail accurately and fairly reflect the transactions
        and dispositions of the assets of the registrant;                                                                                                                                                                                                 
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                  
| | (2) | Provide reasonable assurance that transactions
        are recorded as necessary to permit preparation of financial statements
        in accordance with generally accepted accounting principles, and that
        receipts and expenditures of the registrant are being made only in accordance
        with authorizations of management and directors of the registrant; and
| |     |                                                                                                                                                                                                                                                                                                                                                                                  
| | (3) | Provide reasonable assurance regarding
        prevention or timely detection of unauthorized acquisition, use or disposition
        of the registrant's assets that could have a material effect on the financial
        statements.                                                                                                                                          

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PART II--OTHER INFORMATION

ITEM 1.           
  LEGAL PROCEEDINGS

We are not a party to any material legal proceedings and to
  our knowledge, no such proceedings are threatened or contemplated.

ITEM 2.           
  CHANGES IN SECURITIES AND USE OF PROCEEDS

We did not complete any sales of our common stock without
  registration pursuant to the Securities Act of 1933 (the 1933 Act)
  during our fiscal quarter ended September 30, 2003.

ITEM 3.           
  DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.           
  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

During the quarter ended September 30, 2003, we filed a proxy
  statement with the Securities and Exchange Commission in connection with the
  solicitation of the consent of our shareholders to the change of our corporate
  name to Image Innovations Holdings Inc. Shareholders holding in
  excess of 67.8% of our common stock approved the change our corporate name to
  Image Innovations Holdings Inc. to reflect our acquisition of the
  majority interest in Image Innovations Inc. We have filed a certificate of amendment
  to our articles of incorporation with the Nevada Secretary of State in order
  to give effect to the changes to our name and our authorized capital. A copy
  of the filed certificate of amendment to articles of incorporation is attached
  to this Quarterly Report on Form 10-QSB as an exhibit.

ITEM 5.           OTHER
  INFORMATION.

On November 5, 2003, Mr. Alain Kardos, our president, was
  appointed as our chief executive officer in place of Mr. Clifford J. Wilkins
  who resigned as of that date. Mr. Wilkins continues to act as one of our directors
  and has been appointed as the chairman of our board of directors. In addition,
  Mr. Jeffrey Berman has been appointed to our board of directors. Our board of
  directors now consists of Mr. Kardos, Mr. Wilkins, Mr. Berman and Mr. Christopher
  Smith, our chief financial officer.

Mr. Berman has extensive experience in the packaged goods
  industry as well as in marketing and media consulting. He has in excess of 18
  years experience in senior marketing and sales positions, most of it gained
  while working for companies such as Colgate Palmolive and other Fortune 100
  companies. His expertise in advertising and strategic planning was obtained
  through working with some of worlds leading advertising agencies, which
  included: Ogilvy & Mather, McCann Erickson and Young and Rubicam. Within
  these agencies, Mr. Berman has worked on some of the most widely recognized
  international brands.

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ITEM 6.           EXHIBITS
  AND REPORTS ON FORM 8-K

EXHIBITS REQUIRED BY ITEM 601

|Exhibit Number |  | Description of Exhibit                                                                                                                                                                                          
|-------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|               |  |                                                                                                                                                                                                                 
|3.1            |  | Articles of Incorporation
        (1)                                                                                                                                                                           
|               |  |                                                                                                                                                                                                                 
|3.2            |  | Bylaws (1)                                                                                                                                                                                                      
|               |  |                                                                                                                                                                                                                 
|3.3            |  | Certificate of Amendment
        to Articles of Incorporation (4)                                                                                                                                               
|               |  |                                                                                                                                                                                                                 
|10.1           |  | Offer Letter dated June
        23, 2003 to the shareholders of Image Innovations Inc. to acquire all
        of the issued and outstanding shares of Image Innovations Inc., a Delaware
        corporation (2)
|               |  |                                                                                                                                                                                                                 
|10.2           |  | Loan Agreement dated January
        14, 2003 between H.E. Capital SA and Image Innovations Inc. (3)                                                                                                            
|               |  |                                                                                                                                                                                                                 
|10.3           |  | Amendment to Loan Agreement
        dated November 5, 2003 between H.E. Capital SA and Image Innovations Inc.
        (4)                                                                                       
|               |  |                                                                                                                                                                                                                 
|31.1           |  | Certification of Chief Executive
        Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (4)                                                                                                  
|               |  |                                                                                                                                                                                                                 
|31.2           |  | Certification of Chief Financial
        Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (4)                                                                                                  
|               |  |                                                                                                                                                                                                                 
|32.1           |  | Certification of Chief Executive
        Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
        906 of the Sarbanes-Oxley Act of 2002 (4)                                           
|               |  |                                                                                                                                                                                                                 
|32.2           |  | Certification of Chief Financial
        Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
        906 of the Sarbanes-Oxley Act of 2002 (4)                                           

|    |                                                                                                                                                                                   
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Previously filed with the Securities and Exchange
        Commission as an exhibit to our Form 10-S Bregistration statement filed
        on December 6, 2002, as amended.        
|(2) | Previously filed with the Securities and Exchange
        Commission as an exhibit to our Current Report on Form 8-K filed on July
        11, 2003.                              
|(3) | Previously filed with the Securities and Exchange
        Commission as an exhibit to Amendment No. 2 to our Current Report on Form
        8-K originally filed on July 11, 2003.
|(4) | Filed as an Exhibit to this Quarterly Report on Form
        10-QSB.                                                                                                              
|    |                                                                                                                                                                                   

REPORTS ON FORM 8-K

During our fiscal quarter ended September 30, 2003, we filed
  a Current Report on Form 8-K on July 11, 2003 to disclose our acquisition of
  Image Innovations. This Current Report on Form 8-K was amended on July 21, 2003
  to disclose the changes to our board of directors and officers in connection
  with our acquisition of Image Innovations. This Current Report on Form 8-K was
  further amended on September 23, 2003. We have not filed any Current Reports
  on Form 8-K since September 30, 2003.

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SIGNATURES

In accordance with the requirements of the Securities and
  Exchange Act of 1934, the Registrant has duly caused this report to be signed
  on its behalf by the undersigned, thereunto duly authorized.

IMAGE INNOVATIONS HOLDINGS INC.

Date:NOVEMBER 12, 2003

By:    /s/ Alain Kardos 
            ALAIN KARDOS
            Chief Executive Officer
  
            and Director

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