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UNITED STATES
  SECURITIES AND EXCHANGE COMMISSIONWashington, DC 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 JUNE 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

BUSANDA EXPLORATIONS 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)                       

(604) 925-5283
  (Issuers telephone number, including area code)

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 August 12, 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 Busanda Explorations
  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 six months
  ended June 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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BUSANDA EXPLORATIONS INC.Balance Sheet
  As at June 30, 2003

|                                                             |   |               |   |   |              |  
|------------------------------------------------------------ | - | ------------- | - | - | ------------ | -
|                                                             |   | June 30, 2003 |   |   | Dec 31, 2002 |  
|                                                             |   | (Unaudited)   |   |   | (Unaudited)  |  
|                                                             |   |               |   |   |              |  
|                                                             |   |               |   |   |              |  
|ASSETS                                                       |   |               |   |   |              |  
|                                                             |   |               |   |   |              |  
|Current Assets                                               |   |               |   |   |              |  
|Cash                                                         | $ | 33,983        |   | $ | 4,408        |  
|Prepaid Expenses                                             |   | 129,397       |   |   | -            |  
|                                                             |   |               |   |   |              |  
|                                                             |   | 163,380       |   |   | 4,408        |  
|                                                             |   |               |   |   |              |  
|Office Equipment                                             |   | 4,481         |   |   | -            |  
|Goodwill                                                     |   | 29,376        |   |   | 20,094       |  
|                                                             |   |               |   |   |              |  
|                                                             |   |               |   |   |              |  
|                                                             | $ | 197,237       |   | $ | 24,502       |  
|                                                             |   |               |   |   |              |  
|                                                             |   |               |   |   |              |  
|LIABILITIES AND SHAREHOLDER'S DEFICIENCY                     |   |               |   |   |              |  
|                                                             |   |               |   |   |              |  
|Current Liabilities                                          |   |               |   |   |              |  
|Accounts Payable                                             |   | 6,218         |   |   | 4,600        |  
|Officer Advances                                             |   | 23,750        |   |   | 20,000       |  
|Demand Loan HE Capital                                       |   | 351,840       |   |   | -            |  
|                                                             |   |               |   |   |              |  
|                                                             |   |               |   |   |              |  
|                                                             |   | 381,808       |   |   | 24,600       |  
|                                                             |   |               |   |   |              |  
|                                                             |   |               |   |   |              |  
|Shareholders Deficiency                                      |   |               |   |   |              |  
|Common Stock                                                 |   | 18,170        |   |   | 8,155        |  
|50,000,000 authorized shares,
      par value $              |   |               |   |   |              |  
|18,170,000 and 8,155,000 shares
      issued and outstanding |   |               |   |   |              |  
|Preffered Stock                                              |   |               |   |   |              |  
|1,000,000 authorized preferred
      shares, par value $     |   |               |   |   |              |  
|Nil shares issued and outstanding                            |   |               |   |   |              |  
|Additional Paid In Capital                                   | $ | 62,145        |   | $ | 62,145       |  
|Accumulated Deficit                                          |   | (264,886      | ) |   | (70,398      | )
|                                                             |   |               |   |   |              |  
|                                                             |   |               |   |   |              |  
|                                                             |   | (184,571      | ) |   | (98          | )
|                                                             |   |               |   |   |              |  
|                                                             |   |               |   |   |              |  
|                                                             | $ | 197,237       |   | $ | 24,502       |  
|                                                             |   |               |   |   |              |  

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

F-1

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BUSANDA EXPLORATIONS INC.Statements of Operations 
  (Unaudited)

|                                            |   |                    |   |   |                    |   |   |                  |   |   |                  |  
|------------------------------------------- | - | ------------------ | - | - | ------------------ | - | - | ---------------- | - | - | ---------------- | -
|                                            |   | Three Months Ended |   |   | Three Months Ended |   |   | Six Months Ended |   |   | Six Months Ended |  
|                                            |   | June 30            |   |   | June 30            |   |   | June 30          |   |   | June 30          |  
|                                            |   | 2003               |   |   | 2002               |   |   | 2003             |   |   | 2002             |  
|                                            |   |                    |   |   |                    |   |   |                  |   |   |                  |  
|                                            |   |                    |   |   |                    |   |   |                  |   |   |                  |  
|Revenues:                                   |   |                    |   |   |                    |   |   |                  |   |   |                  |  
|Revenues                                    | $ | -                  |   | $ | -                  |   | $ | -                |   | $ | -                |  
|                                            |   |                    |   |   |                    |   |   |                  |   |   |                  |  
|                                            |   | -                  |   |   | -                  |   |   | -                |   |   | -                |  
|                                            |   |                    |   |   |                    |   |   |                  |   |   |                  |  
|                                            |   |                    |   |   |                    |   |   |                  |   |   |                  |  
|Expenses:                                   |   |                    |   |   |                    |   |   |                  |   |   |                  |  
|Legal & Professional Fees                   |   | 796                |   |   | 600                |   |   | 1,821            |   |   | 2,316            |  
|Communications                              |   | 6,893              |   |   | -                  |   |   | 6,893            |   |   | -                |  
|Depreciation                                |   | 154                |   |   | -                  |   |   | 154              |   |   | -                |  
|Insurance                                   |   | 10,284             |   |   | -                  |   |   | 10,284           |   |   | -                |  
|Office Rent & Utilities                     |   | 7,080              |   |   | -                  |   |   | 7,080            |   |   | -                |  
|Payroll                                     |   | 112,286            |   |   | -                  |   |   | 112,286          |   |   | -                |  
|Product Development                         |   | 15,345             |   |   | -                  |   |   | 15,345           |   |   | -                |  
|Other Expenses                              |   | 40,516             |   |   | 184                |   |   | 40,625           |   |   | 198              |  
|                                            |   |                    |   |   |                    |   |   |                  |   |   |                  |  
|                                            |   | 193,354            |   |   | 784                |   |   | 194,488          |   |   | 2,514            |  
|                                            |   |                    |   |   |                    |   |   |                  |   |   |                  |  
|Loss before Taxes                           | $ | (193,354           | ) | $ | (784               | ) | $ | (194,488         | ) | $ | (2,514           | )
|                                            |   |                    |   |   |                    |   |   |                  |   |   |                  |  
|Provision for Income Taxes:                 |   |                    |   |   |                    |   |   |                  |   |   |                  |  
|Income Tax                                  |   | -                  |   |   | -                  |   |   | -                |   |   | -                |  
|                                            |   |                    |   |   |                    |   |   |                  |   |   |                  |  
|                                            |   |                    |   |   |                    |   |   |                  |   |   |                  |  
|Net Income (Loss)                           | $ | (193,354           | ) | $ | (784               | ) | $ | (194,488         | ) | $ | (2,514           | )
|                                            |   |                    |   |   |                    |   |   |                  |   |   |                  |  
|                                            |   |                    |   |   |                    |   |   |                  |   |   |                  |  
|Basic and Diluted Earnings Per Common Share | $ | (0.02              | ) | $ | (0.00              | ) | $ | (0.02            | ) | $ | (0.00            | )
|                                            |   |                    |   |   |                    |   |   |                  |   |   |                  |  
|Weighted Average number of Common Shares    |   |                    |   |   |                    |   |   |                  |   |   |                  |  
|used in per share calculations              |   | 8,318,100          |   |   | 8,155,000          |   |   | 8,236,550        |   |   | 8,155,000        |  
|                                            |   |                    |   |   |                    |   |   |                  |   |   |                  |  

The accompanying notes are integral part of consolidated financial
  statements.

F-2

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BUSANDA EXPLORATIONS INC.Consolidated Statement of Cash Flows
  (Unaudited)

|                                                      |   |                  |  
|----------------------------------------------------- | - | ---------------- | -
|                                                      |   | Six Months Ended |  
|                                                      |   | June 30          |  
|                                                      |   | 2003             |  
|                                                      |   |                  |  
|                                                      |   |                  |  
|Cash Flows from Operating Activities:                 |   |                  |  
|Net Income (Loss)                                     | $ | (193,354         | )
|Adjustments to reconcile net
      loss to net cash   |   |                  |  
|provided (used) to operating
      activities:        |   |                  |  
|Increase
      (Decrease) in Working Capital          | $ | 208,412          |  
|                                                      |   |                  |  
|Total
      Adjustments                               | $ | 208,412          |  
|                                                      |   |                  |  
|Net Cash Used in Operating Activities                 | $ | 15,058           |  
|                                                      |   |                  |  
|                                                      |   |                  |  
|Cash Flows from Investing Activities:                 |   |                  |  
|Acquire Net Assets of Busanda
      Explorations Inc. |   | 14,623           |  
|Office Equipment                                      |   | (4,481           | )
|                                                      |   |                  |  
|Net Cash Used in Investing Activities                 | $ | 10,142           |  
|                                                      |   |                  |  
|                                                      |   |                  |  
|                                                      |   |                  |  
|Cash Flows from Financing Activities:                 |   |                  |  
|Advances from Shareholder                             |   |                  |  
|Proceeds from Issuance of Stock                       |   | -                |  
|                                                      |   |                  |  
|Net Cash Provided for Financing Activities            | $ | -                |  
|                                                      |   |                  |  
|Net Increase (Decrease) in Cash                       | $ | 25,200           |  
|                                                      |   |                  |  
|                                                      |   |                  |  
|Cash Balance, Begin Period                            |   | 33,983           |  
|                                                      |   |                  |  
|Cash Balance, End Period                              | $ | 59,183           |  
|                                                      |   |                  |  
|                                                      |   |                  |  
|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 Consolidated Financial Statements 
  As at June 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 Busanda Explorations Inc. (Busanda)
          (the Acquisition). The consolidated financial statements
          of Busanda 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 Busanda.
        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 Busanda, and so
          are now the majority shareholders of Busanda. As required under reverse
          takeover accounting, these financial statements have been issued under
          the name of Busanda and reflect the share capital structure of Busanda.
          However, they reflect the financial statements of Image and account
          for the Acquisition as an acquisition of Busanda by Image. The consolidated
          financial statements therefore include:
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Image was incorporated on
        January 14, 2003. The consolidated statement of loss has been prepared
        for the period from this date to June 30, 2003. No comparative information
        has been provided as this is the first year of operations for Image.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

F-4

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BUSANDA EXPLORATIONS INC. 
  Notes to Consolidated Financial Statements 
  As at June 30, 2003

|**2.** | Acquisition:
        The Acquisition has been accounted for in the accompanying consolidated
          financial statements as an acquisition of Busanda by Image using the
          purchase method, under reverse takeover accounting. The cost of the
          purchase has been determined based on the estimated fair value of the
          net assets of Busanda acquired. The amounts assigned to the working
          capital assets and liabilities of Busanda are based on the account balances
          at June 30, 2003. The amount assigned to Organization Cost is based
          on book value at June 30, 2003, which is believed to estimate its fair
          value. The purchase price was allocation as follows:
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

| | Net assets to be acquired at fair values:                                                                                                                                                                                                                                                                                                                                                                                                                 |   |         |  
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ------- | -
| | Current assets                                                                                                                                                                                                                                                                                                                                                                                                                                            | $ | 14,624  |  
| | Organization costs                                                                                                                                                                                                                                                                                                                                                                                                                                        |   | 20,094  |  
| | Goodwill                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   | 9,282   |  
| | Current liabilities                                                                                                                                                                                                                                                                                                                                                                                                                                       |   | (44,000 | )
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |         |  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                           | $ |        |  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |         |  
| | Valuation of consideration given                                                                                                                                                                                                                                                                                                                                                                                                                          | $ |        |  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |         |  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | A valuation of the share capital
        of Image is not readily determinable. As such, a nominal value has been
        assigned to the consideration given in the Acquisition, deemed under reverse
        takeover accounting to be an approximately 45% interest in the share capital
        of Image Innovations.
      The consolidated loss per share for the six months ended June 30, 2003
        has been calculated based on the following:
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                          

|       | Weighted average number of shares of Busanda issued
      for                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |            | 
|------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------- | 
|       | the three months, including
      those issued under the Acquisition                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | 18,170,000 | 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |            | 
|       | Consolidated weighted average number of shares issued
      for the period                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 18,170,000 | 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |            | 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |            | 
|**3.** | Summary of Significant Accounting Policies:
        Organization
        Busanda 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. Busanda 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 June 30, 2003. Busanda 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 June 30, 2003.
        Busanda 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. Busanda has no other business.

F-5

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BUSANDA EXPLORATIONS INC. 
Notes to Consolidated Financial Statements 
As at June 30, 2003

|       | 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.
      On February 11, 2003 Image entered into a retail license
        agreement with NHL Enterprises, L.P. to market Images products under
        the National Hockey League brand.
      Image has submitted a proposal to National Football
        League Properties to obtain a license to market Images products
        under the NFL brand.
      Development Stage Enterprise
      The consolidated Busanda is a development stage enterprise,
        as defined in Financial Accounting Standards Board No. 7. Image 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.
      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 Busandas assets and liabilities
        approximate their fair values as of June 30, 2003.
|------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|**4.** | Common Stock
        Busanda has authorized 50,000,000 common shares. At June 30, 2003,
          Busanda has issued 18,170,000 shares of common stock to various investors.
        Busanda has authorized 1,000,000 preferred shares. At June 30, 2003
          no preferred shares have been issued.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

F-6

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BUSANDA EXPLORATIONS INC. 
  Notes to Consolidated Financial Statements 
  As at June 30, 2003

|5. | Subsequent Events
      Subsequent to June 30, 2003, the board of directors
        of Busanda approved the change of its name to Image Innovations Holdings
        Inc. The change of name is subject to the approval of Busandas shareholders.
        There were no other 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 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

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.
      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

5

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accounting principles, which resulted in Image Innovations
  acquiring Busanda for accounting purposes. Accordingly, Image Innovations is
  treated as the acquirer for accounting purposes, even though Busanda 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 Busanda.

OPERATING RESULTS

Image Innovations incurred expenses totalling $193,354 during
  the three month period ended June 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 $351,840 as of June
  30, 2003. During the three months ended June 30, 2003, Image Innovations made
  an advance royalty payment of $100,000 in respect of the NFLP standard retail
  license agreement. 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, Image Innovations will require financing in order
  to carry out its plan of operations.

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
  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,
  as discussed above under Plan of Operations, in order to fund the
  business of Image Innovations to date. An amount of $351,840 was payable to
  H.E. Capital S.A. as of June 30, 2003. There is no assurance that H.E. Capital
  S.A. will advance additional amounts in order to fund the business of Image
  Innovations.

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.

6

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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 June 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. Clifford Wilkins 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
          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 June 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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

7

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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 June 30, 2003, except as described below:

|1. | We completed the issuance
        of 15,000 shares of our common stock to our former attorney in consideration
        for services provided. The shares were issued as restricted securities
        pursuant to Section 4(2) of the 1933 Act. All certificates representing
        the shares issued were endorsed with a legend confirming the status of
        the shares as restricted shares under the 1933 Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|2. | We completed the acquisition of all
        of the issued and outstanding shares of Image Innovations Inc. effective
        June 30, 2003. As a result of this transaction, Image Innovations is now
        a wholly owned subsidiary of the Company. 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. All thirteen former shareholders
        of Image Innovations accepted our offer. We issued 10,000,000 shares of
        our common stock to these shareholders of Image Innovations in consideration
        of the transfer by the thirteen shareholders of all of their shares of
        Image Innovations to us on the basis of 10,000 shares for each outstanding
        share of Image Innovations. The 10,000,000 shares were issued pursuant
        to Rule 903 of Regulation S of the Securities Act of 1933. Each former
        shareholder of Image Innovations represented to us that the shareholder
        was not a U.S. Person, as defined in Regulation S. In addition,
        each shareholder acknowledged that the shares are restricted shares
        under the 1933 Act and cannot be transferred other than pursuant to a
        registration statement under the 1933 Act or pursuant to an exemption
        from the registration requirements of the 1933 Act. All certificates representing
        the shares issued were endorsed with a legend confirming the status of
        the shares as restricted shares under the 1933 Act.

ITEM 3.           DEFAULTS
  UPON SENIOR SECURITIES

None.

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

No matters were submitted to our security holders for a vote
  during the fiscal quarter ended June 30, 2003. Subsequent to June 30, 2003,
  we filed a Schedule 14A proxy statement with the SEC whereby we are seeking
  the consent of our shareholders to the change of our corporate name from Busanda
  Explorations Inc. to Image Innovations Holdings Inc.

ITEM 5.           OTHER
  INFORMATION.

None.

8

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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)                                                                                                                                                                                                      
|               |  |                                                                                                                                                                                                                 
|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)
|               |  |                                                                                                                                                                                                                 
|31.1           |  | Certification
        of Chief Executive Officer and Chief Financial Officer pursuant to Section
        302 of the Sarbanes-Oxley Act of 2002 (3)                                                              
|               |  |                                                                                                                                                                                                                 
|32.1           |  | Certification
        of Chief Executive Officer and Chief Financial Officer pursuant to 18
        U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
        Act of 2002 (3)       

|   |   |                                                                                                                                                                           
|-- | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(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 | ) | Filed as an Exhibit to this 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 June 30, 2003. Subsequent to June 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.

9

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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.

BUSANDA EXPLORATIONS INC.

Date:AUGUST 19, 2003



By:        /s/ Clifford Wilkins              
  Clifford Wilkins 
                
  CHIEF EXECUTIVE OFFICER,              
  AND DIRECTOR







10

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