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

AMENDMENT NO.1 TOFORM 10-QSB

**x******Quarterly Report pursuant to Section 13 or 15(d) of the Securities
  Exchange Act of 1934
  For the quarterly period ended MARCH 31, 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 September
  12, 2003.

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

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THIS AMENDMENT NO. 1 TO QUARTERLY REPORT ON FORM 10-QSB HEREBY AMENDS ITEMS 1 AND 2 OF PART I AND ITEM 6 OF PART II OF THE QUARTERLY REPORT ON FORM 10-QSB FILED BY IMAGE INNOVATIONS HOLDINGS INC. (FORMERLY BUSANDA EXPLORATIONS INC.) ON MAY 3,
2003.

PART I - FINANCIAL INFORMATION

ITEM 1.        FINANCIAL STATEMENTS.

The consolidated financial statements for Busanda Explorations
  Inc. (the Company) 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 the Companys financial position
  and the results of its operations for the interim periods presented. Because
  of the nature of the Companys business, the results of operations for
  the three months ended March 31, 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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BUSANDA EXPLORATIONS INC. Balance Sheet

|A S S E TS                                                  |  
|----------------------------------------------------------- | -
|                                                            |  
|                                                            |  
|                                                            |  
|Current Assets                                              |  
|                                                            |  
|Cash                                                        | $
|Total
      Current Assets                                  |  
|                                                            |  
|Other Assets                                                |  
|                                                            |  
|Organization Cost                                           |  
|Total
      Other Assets                                    |  
|Total
      Assets                                          | $
|                                                            |  
|L I A B I L I T I E S                                       |  
|                                                            |  
|Current Liabilities                                         |  
|                                                            |  
|Accounts Payable                                            |  
|Officer Advances                                            |  
|Total
      Current Liabilities                             |  
|Total
      Liabilities                                     |  
|                                                            |  
|Commitments and Contingencies                               |  
|                                                            |  
|S T O C K H O L D E R S '   EQU
      I TY                  |  
|                                                            |  
|Common Stock                                                |  
|50,000,000 authorized
      shares, par value $.001         |  
|8,155,000 shares issued
      and outstanding               |  
|                                                            |  
|Preffered Stock                                             |  
|1,000,000 authorized preferred
      shares, par value $.01 |  
|Nil shares issued and
      outstanding                     |  
|                                                            |  
|Additional Paid-in-Capital                                  |  
|Accumulated Deficit during the Development Period           |  
|                                                            |  
|Total
      Stockholders' Equity (Deficit)                  |  
|Total
      Liabilities and Stockholders' Equity            | $

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

F-1

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BUSANDA EXPLORATIONS INC.Statements of Operations
  (Unaudited)

|                                            |   |                            |  
|------------------------------------------- | - | -------------------------- | -
|                                            |   | For the Three Months Ended |  
|                                            |   | March
      31             |  
|                                            |   | 2003                       |  
|                                            |   |                            |  
|Revenues:                                   |   |                            |  
|                                            |   |                            |  
|Revenues                                    |   | -                          |  
|Total
      Revenues                        | $ | -                          |  
|                                            |   |                            |  
|Expenses:                                   |   |                            |  
|                                            |   |                            |  
|Professional Fees                           |   | 1,025                      |  
|Operating Expenses                          |   | 109                        |  
|Total
      Expenses                        |   | 1,134                      |  
|Net
      Income before Taxes               | $ | (1,134                     | )
|                                            |   |                            |  
|Provision for Income Taxes:                 |   |                            |  
|                                            |   |                            |  
|Income Tax Benefit                          |   | -                          |  
|Net
      Income (Loss)                     | $ | (1,134                     | )
|                                            |   |                            |  
|Basic and Diluted Earnings Per Common Share |   | (0.00                      | )
|                                            |   |                            |  
|Weighted Average number of Common Shares    |   | 8,155,000                  |  
|used in per share calculations              |   |                            |  

The accompanying notes are integral part of consolidated financial statements.

F-2

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BUSANDA EXPLORATIONS INC.Statement of Cash Flows
  (Unaudited)

|                                                    |   |                            |  
|--------------------------------------------------- | - | -------------------------- | -
|                                                    |   | For the Three Months Ended |  
|                                                    |   | March
      31             |  
|                                                    |   | 2003                       |  
|                                                    |   |                            |  
|Cash Flows from Operating Activities:               |   |                            |  
|                                                    |   |                            |  
|Net Income (Loss)                                   | $ | (1,134                     | )
|Adjustments to reconcile
      net loss to net cash |   |                            |  
|provided (used) to operating
      activities:      |   |                            |  
|Increase
      (Decrease) in Accounts Payable       |   | -                          |  
|                                                    |   |                            |  
|Total
      Adjustments                             |   | -                          |  
|                                                    |   |                            |  
|Net Cash Used in Operating Activities               | $ | (1,134                     | )
|                                                    |   |                            |  
|                                                    |   |                            |  
|Cash Flows from Investing Activities:               |   |                            |  
|                                                    |   |                            |  
|Purchase of Mineral Properties                      |   | -                          |  
|                                                    |   |                            |  
|Net Cash Used in Investing Activities               | $ | -                          |  
|                                                    |   |                            |  
|Cash Flows from Financing Activities:               |   |                            |  
|                                                    |   |                            |  
|Payments on Stockholder
      Advance               |   | -                          |  
|Proceeds from Issuance
      of Stock               |   | -                          |  
|Costs Incured to Raise
      Capital                |   | -                          |  
|                                                    |   |                            |  
|Net Cash Provided for Financing Activities          | $ | -                          |  
|                                                    |   |                            |  
|Net Increase (Decrease) in Cash                     | $ | (1,134                     | )
|                                                    |   |                            |  
|Cash Balance, Begin Period                          |   | 4,408                      |  
|                                                    |   |                            |  
|Cash Balance, End Period                            | $ | 3,274                      |  
|                                                    |   |                            |  
|Supplemental Disclosures:                           |   |                            |  
|Cash Paid for interest                              | $ | -                          |  
|Cash Paid for income taxes                          | $ | -                          |  
|Stock Issued for Option
      to Purchase           |   | -                          |  
|Stock Issued for Repayment
      of Shareholder     |   | -                          |  

The accompanying notes are integral part of consolidated financial statements.

F-3

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BUSANDA EXPLORATIONS INC.Notes to Financial Statements

Note 1 - Summary of Significant Accounting Policies

Organization 
  Busanda Explorations Inc. (the Company) 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. The company has a total of 50,000,000 authorized
  common shares with a par value of $.001 per share and with 8,155,000 common
  shares issued and outstanding as of March 31, 2002 and March 31, 2003. The company
  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 March
  31, 2002 and March 31, 2003.

The consolidated financial statements for Busanda Explorations
  Inc. (the Company) 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 the Companys 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.

The Company 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. The Company has been mostly inactive
  during 2002 and 2003 and has little or no operating revenues or expenses.

Development Stage EnterpriseThe Company is a development stage enterprise, as defined in Financial Accounting
  Standards Board No. 7. The Company is devoting all of its present efforts in
  securing and establishing a new business, and its planned principal operations
  have not commenced, and, accordingly, no revenue has been derived during the
  organizational period.

Fixed Assets 
  The Company has no fixed assets at this time.

Federal Income Tax 
  The Company has adopted the provisions of Financial Accounting Standards Board
  Statement No. 109, Accounting for Income Taxes. The Company accounts for income
  taxes pursuant to the provisions of the Financial Accounting Standards Board
  Statement No. 109, Accounting for Income Taxes, which requires an
  asset and liability approach to calculating deferred income taxes. The asset
  and liability approach requires the recognition of deferred tax liabilities
  and assets for the expected future tax consequences of temporary differences
  between the carrying amounts and the tax basis of assets and liabilities.

Use of Estimates 
  The preparation of financial statements in conformity with generally accepted
  accounting principles requires management to make estimates and assumptions
  that affect the reported amounts of assets and liabilities and disclosure on
  contingent assets and liabilities at the date of the financial statements, and
  the reported amounts of revenues and expenses during the reporting period. Actual
  results could differ from those estimates.

F-4

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BUSANDA EXPLORATIONS INC.Notes to Financial Statements

Note 1 - Summary of Significant Accounting Policies (cont)

Accounting Method 
  The Companys financial statements are prepared using the accrual method
  of accounting. Revenues are recognized when earned and expenses when incurred.
  Fixed assets are stated at cost. Depreciation and amortization using the straight-line
  method for financial reporting purposes and accelerated methods for income tax
  purposes.

Earnings per Common Share 
  The Company 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.

Comprehensive Income 
  Statement of Financial Accounting Standards (SFAS) No. 130, Reporting
  Comprehensive Income, establishes standards for reporting and display
  of comprehensive income, its components and accumulated balances. Comprehensive
  income is defined to include all changes in equity except those resulting from
  investments by owners and distributions to owners. Among other disclosures,
  SFAS No.130 requires that all items that are required to be recognized under
  current accounting standards as components of comprehensive income be reported
  in a financial statement that is displayed with the same prominence as other
  financial statements. The Company does not have any assets requiring disclosure
  of comprehensive income.

Segments of an Enterprise and Related Information 
  Statement of Financial Accounting Standards (SFAS) No. 131, Disclosures about
  Segments of an Enterprise and Related Information, supersedes SFAS No. 14, Financial
  Reporting for Segments of a Business Enterprise. SFAS 131 establishes
  standards for the way that public companies report information about operating
  segments in annual financial statements and requires reporting of selected information
  about operating segments in interim financial statements issued to the public.
  It also establishes standards for disclosures regarding products and services,
  geographic areas and major customers. SFAS 131 defines operating segments as
  components of a company about which separate financial information is available
  that is evaluated regularly by the chief operating decision maker in deciding
  how to allocate resources and in assessing performance. The Company has evaluated
  this SFAS and does not believe it is applicable at this time.

F-5

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BUSANDA EXPLORATIONS INC.Notes to Financial Statements

Note 1 - Summary of Significant Accounting Policies (cont)

Employers Disclosure about Pensions and Other
  Postretirement Benefits 
  Statement of Financial Accounting Standards (SFAS) 132, "Employers' Disclosure
  about Pensions and Other Postretirement Benefits," revises standards for disclosures
  regarding pensions and other postretirement benefits. It also requires additional
  information on changes in the benefit obligations and fair values of plan assets
  that will facilitate financial analysis. This statement does not change the
  measurement or recognition of the pension and other postretirement plans. The
  financial statements are unaffected by implementation of this new standard.

Accounting for Derivative Instruments and Hedging Activities 
  Statement of Financial Accounting Standards (SFAS) 133, "Accounting for Derivative
  Instruments and Hedging Activities," establishes accounting and reporting standards
  for derivative instruments, including certain derivative instruments embedded
  in other contracts, (collectively referred to as derivatives) and for hedging
  activities. It requires that an entity recognize all derivatives as either assets
  or liabilities in the statement of financial position and measure those instruments
  at fair value. If certain conditions are met, a derivative may be specifically
  designated as (a) a hedge of the exposure to changes in the fair value of a
  recognized asset or liability or an unrecognized firm commitment, (b) a hedge
  of the exposure to variable cash flows of a forecasted transaction, or (c) a
  hedge of the foreign currency exposure of a net investment in a foreign operation,
  an unrecognized firm commitment, an available-for sale security, or a foreign-currency-denominated
  forecasted transaction. Because the Company has no derivatives, this accounting
  pronouncement has no effect on the Company's financial statements.

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 financial statements.
  The carrying amounts reported in the balance sheets for the Companys assets
  and liabilities approximate their fair values as of December 31, 2002 and March
  31, 2003.

Note 2 - Common Stock 
  The Company issued 6,905,000 shares of common stock to various investors at
  $.01 per share of which 5,905,000 shares were issued for cash totaling $59,050,
  and 1,000,000 shares were issued at $.01 per share to the sole officer and director
  of the Company as repayment on a loan.

The Company issued 1,250,000 shares of common stock at $.001
  per share in accordance with the Assignment of Option to Purchase Agreement.

F-6

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BUSANDA EXPLORATIONS INC.Notes to Financial Statements

Note 3  Other Income and Expenses  Option
  to Purchase Agreement 
  The Company entered into an Assignment of Option to Purchase Agreement on May
  25, 1998, to acquire a 100% interest in mineral claims in Canada. The agreement
  was made with an unrelated third party, who holds the original Option to Purchase
  Agreement with the Seller. Under terms of the agreement, the Company has paid
  $50,000 in cash, and has issued 1,250,000 shares of its common stock. In addition,
  the terms of the agreement require the Company to make three more payments of
  $25,000, each due on or before December 31, 1999, 2000, and 2001.

The agreement also required the Company to pay a 2% Net Smelter
  Royalty to an unrelated party. In addition, the Company must fund a CDN $100,000
  work program by August 1, 1999, and pay a $25,000 advance royalty to an unrelated
  third party commencing December 31, 2000, and payable each year thereafter on
  December 31.

Since the Company did not fund the work program and make the
  December 31, 1999 payment the agreement is in default and the deposit was written
  off the balance sheet as of December 31, 1999.

Note 4  Organization Costs 
  The Company has incurred legal, accounting, and other formation costs. These
  costs were capitalized in error and reported as an asset on the financial statements.
  The company had intended to amortize the cost over a five-year period after
  the Company began its operations.

AICPA Statement of Position (SOP) 98-5, Reporting on the
  Cost of Start-Up Activities requires costs of start-up activities and organization
  costs to be expensed as incurred. The company has restated its Retained Earnings
  to correct this accounting error and expense these costs in the year incurred.
  All such costs were incurred during 1999 and 2000.

Note 5 - Related Parties 
  At March 31, 2003 the Officer of the company had advanced $23,750 to the company
  as follows: during 2003 $3,750, during 2002 $7,500, during 2001 $4,500, during
  2000 $1,500 and during 1999 $6,500. All advances were used to pay general operating
  expenses.

Note 6 - Going Concern 
  The Companys financial statements are prepared using generally accepted
  accounting principles applicable to a going concern, which contemplates the
  realization of assets and liquidation of liabilities in the normal course of
  business. However, the Company does not have significant cash or other material
  assets, nor does it have an established source of revenues sufficient to cover
  its operating costs and to allow it to continue as a going concern that raise
  substantial doubt about the Companys ability to continue as a going concern.
  The stockholders/officers and or directors have committed to advancing operating
  costs to the Company interest free.

F-7

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BUSANDA EXPLORATIONS INC.Notes to Financial Statements

Note 7 - Subsequent Events 
  The company issued 15,000 shares to Busandas lawyer who agreed to take
  shares for the work he performed. The issuance was completed pursuant to Section
  4(2) of the Securities Act of 1933.

On June 30, 2003 the Company acquired 100% of the outstanding
  shares of Image Innovations Inc. The shareholders of Image Innovations exchanged
  all of their common shares of Image Innovations for 10,000,000 common shares
  of Busanda.

There were no other material subsequent events that have occurred
  since the balance sheet date that warrants disclosure in these financial statements.

F-8

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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 Busanda's 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 Busanda files with the SEC, including Busandas
  Annual Report on Form 10-KSB for the year ended December 31, 2002. These factors
  may cause Busanda's actual results to differ materially from any forward-looking
  statement. Busanda 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, Busanda or the Company) completed
  the acquisition of all of the issued and outstanding shares of Image Innovations
  Inc. 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 Busanda.

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 markups 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
|-- | -------------------------------------------------------------------------------------------------
|   |                                                                                                  
|5. | To market the targeted products to consumers.                                                    

Each of the components of the Companys business strategy
  is discussed below as follows:

|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
        the Companys 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|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 plan to pursue negotiations with further sports leagues
        and sports teams to obtain additional license rights.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|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 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

4

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|   | America. The targeted retail market will focus on
        chain stores, convenience stores, drug stores, electronic retailers and
        specialty distributors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|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:

|1. | We anticipate that we will require approximately
        $1,478,000 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 branded football helmet incorporating
        an AM/FM radio pursuant to a license agreement with Ridell in respect
        of which we have advanced $20,000 to date. We also anticipate spending
        approximately $50,000 to attend trade shows to display and market our
        products to potential customers, including retailers.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|2. | We anticipate that we will require approximately
        $990,000 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|3. | We require approximately $352,000 in order to repay
        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 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.

LIQUIDITY AND FINANCIAL CONDITION

Image Innovations is in the startup phase of its operations.
  Image Innovations did not earn any revenues from January 14, 2003, the date
  of its incorporation, to June 30, 2003. Image Innovations has not earned any

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revenues to date. In addition, Image Innovations had a working
  capital deficit of $218,428 as of June 30, 2003. The ability of Image Innovations
  to generate revenues will depend on its ability to obtain financing to fund
  its plan of operations and its success in implementing its plan of operations.
  There is no assurance that we will be able to obtain the financing required
  to enable Image Innovations to carry out its 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 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. H.E. Capital has advanced to Image
  Innovations a total of $351,840 as of June 30, 2003 and an amount of $351,840
  was payable to H.E. Capital S.A. as of June 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 the
  commitment to advance $500,000. 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.

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

The plan of operations of Image Innovations will require that
  Image Innovations 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 favor 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 its current working capital deficit, Image Innovations will require additional
  financing before it is able to post letters of credit and start the manufacturing
  process.

Image Innovations anticipates 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 Image Innovations will be able to achieve will be dependent
  on the amount of upfront financing that it is able to obtain. If Image Innovations
  is not able to obtain financing, then it will not be able to order products
  from manufacturers with the result that it may not be able to achieve revenues.

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PART II--OTHER INFORMATION

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)                                                                                                                                                                                                      
|               |  |                                                                                                                                                                                                                 
|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)                                                                                                              
|               |  |                                                                                                                                                                                                                 
|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-SB registration 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 Amendment No. 1 to Quarterly
      Report on Form 10-QSB.                                                                                             
|    |                                                                                                                                                                                   

REPORTS ON FORM 8-K

We did not file any Current Reports on Form 8-K during the
  fiscal quarter ended March 31, 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:SEPTEMBER 18, 2003

|By: | /s/ Clifford Wilkins     | 
|--- | ------------------------ | 
|    | CLIFFORD WILKINS         | 
|    | CHIEF EXECUTIVE OFFICER, | 
|    | AND DIRECTOR             | 

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