---

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

AMENDMENT NO. 1 TO 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

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

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

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

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

State the number of shares outstanding of each of the issuers
  classes of common stock, as of the latest 
  practicable date: 18,170,000 Shares of $0.001 par value Common Stock outstanding
  as of 
  September 30, 2003 .

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

---

THIS AMENDMENT NO. 1 TO QUARTERLY REPORT ON FORM 10-QSB
  HEREBY AMENDS ITEMS 1 AND 2 OF PART I AND ITEM 6 OF PART II OF THE QUARTERLY
  REPORT ON FORM 10-QSB FOR THE SIX MONTHS ENDED JUNE 30, 2003 FILED BY IMAGE
  INNOVATIONS HOLDINGS INC. (FORMERLY BUSANDA EXPLORATIONS INC.) WITH THE SECURITIES
  AND EXCHANGE COMMISSION ON AUGUST 19, 2003.

2

---

PART I - FINANCIAL INFORMATION



ITEM 1.         FINANCIAL STATEMENTS.

The consolidated financial statements for Image Innovations
  Holdings Inc. (formerly Busanda Explorations Inc.) 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 for the period ended March 31, 2003 and notes thereto
  included in the Current Report on Form 8-K, as ammended, originally filed on
  July 11, 2003.

F-1

---

BUSANDA EXPLORATIONS INC. Consolidated Balance Sheet
  (Unaudited)

|                                                         |   |          |  
|-------------------------------------------------------- | - | -------- | -
|                                                         |   | June 30  |  
|                                                         |   | 2003     |  
|ASSETS                                                   |   |          |  
|                                                         |   |          |  
|Current Assets                                           |   |          |  
|Cash                                                     | $ | 33,983   |  
|Prepaid
      Expenses                                   |   | 120,480  |  
|                                                         |   | 154,463  |  
|                                                         |   |          |  
|Office Equipment                                         |   | 4,481    |  
|                                                         |   |          |  
|                                                         | $ | 158,944  |  
|                                                         |   |          |  
|LIABILITIES AND SHAREHOLDER'S DEFICIENCY                 |   |          |  
|                                                         |   |          |  
|Current Liabilities                                      |   |          |  
|Accounts
      Payable                                   | $ | 6,219    |  
|Stockholder
      Advances                               |   | 23,750   |  
|Demand
      Loan HE Capital                             |   | 351,840  |  
|                                                         |   | 381,809  |  
|                                                         |   |          |  
|Shareholders Deficiency                                  |   |          |  
|Common
      Stock                                       |   | 18,170   |  
|50,000,000
      authorized shares, par value $          |   |          |  
|18,170,000
      shares issued and outstanding           |   |          |  
|Preferred
      Stock                                    |   |          |  
|1,000,000
      authorized preferred shares, par value $ |   |          |  
|Nil
      shares issued and outstanding                  |   |          |  
|Accumulated
      Deficit                                |   | (241,035 | )
|                                                         |   | (222,865 | )
|                                                         |   |          |  
|                                                         | $ | 158,944  |  

The accompanying notes are integral part of the consolidated
  financial statements. 
  F-2

---

BUSANDA EXPLORATIONS INC. Consolidated Statement of Operations 
  (Unaudited)

|                                            |   |                    |   |   |                  |  
|------------------------------------------- | - | ------------------ | - | - | ---------------- | -
|                                            |   | Three Months Ended |   |   | Six Months Ended |  
|                                            |   | June 30            |   |   | June 30          |  
|                                            |   | 2003               |   |   | 2003             |  
|                                            |   |                    |   |   |                  |  
|Revenues:                                   |   |                    |   |   |                  |  
|Revenues                                    | $ | -                  |   | $ | -                |  
|                                            |   | -                  |   |   | -                |  
|                                            |   |                    |   |   |                  |  
|Expenses:                                   |   |                    |   |   |                  |  
|Legal
      & Professional Fees             |   | 750                |   |   | 1,821            |  
|Communications                              |   | 3,514              |   |   | 6,893            |  
|Depreciation                                |   | 151                |   |   | 154              |  
|Insurance                                   |   | 10,284             |   |   | 10,284           |  
|Office
      Rent & Utilities               |   | 6,680              |   |   | 7,080            |  
|Payroll                                     |   | 69,244             |   |   | 112,286          |  
|Product
      Development                   |   | 11,567             |   |   | 15,345           |  
|Other
      Expenses                        |   | 21,293             |   |   | 40,625           |  
|                                            |   | 123,483            |   |   | 194,488          |  
|                                            |   |                    |   |   |                  |  
|Loss before Taxes                           |   | (123,483           | ) |   | (194,488         | )
|                                            |   |                    |   |   |                  |  
|Provision for Income Taxes:                 |   |                    |   |   |                  |  
|Income
      Tax                            |   | -                  |   |   | -                |  
|                                            |   |                    |   |   |                  |  
|Net Income (Loss)                           | $ | (123,483           | ) | $ | (194,488         | )
|                                            |   |                    |   |   |                  |  
|Basic and Diluted Earnings Per Common Share | $ | (0.01              | ) | $ | (0.02            | )
|Weighted Average number of Common Shares    |   |                    |   |   |                  |  
|used
      in per share calculations        |   | 8,318,100          |   |   | 8,236,550        |  

The accompanying notes are integral part of consolidated financial
  statements. 
  F-3

---

BUSANDA EXPLORATIONS INC. Consolidated Statement of Changes in Shareholders' Equity 
  (Unaudited)

|                                      |            |   |   |           |  |   | Paid-In        |   |   |             |   |   |               |  
|------------------------------------- | ---------- | - | - | --------- |  | - | -------------- | - | - | ----------- | - | - | ------------- | -
|                                      |            |   | $ | 0.001     |  |   | Capital        |   |   | Accumulated |   |   | Shareholders' |  
|                                      | Shares     |   |   | Par Value |  |   | (No par value) |   |   | Deficit     |   |   | Equity        |  
|                                      |            |   |   |           |  |   |                |   |   |             |   |   |               |  
|Issued by Image on incorporation -    |            |   |   |           |  |   |                |   |   |             |   |   |               |  
|January
      14, 2003                | 1,000      |   | $ | -         |  | $ | 1,000          |   | $ | -           |   | $ | 1,000         |  
|                                      |            |   |   |           |  |   |                |   |   |             |   |   |               |  
|Prior Image share capital, replaced   |            |   |   |           |  |   |                |   |   |             |   |   |               |  
|by Busanda
      share capital upon   |            |   |   |           |  |   |                |   |   |             |   |   |               |  
|consolidation
      under reverse     |            |   |   |           |  |   |                |   |   |             |   |   |               |  
|takeover
      accounting             | (1,000     | ) |   | -         |  |   | -              |   |   | -           |   |   | -             |  
|                                      |            |   |   |           |  |   |                |   |   |             |   |   |               |  
|                                      |            |   |   |           |  |   |                |   |   |             |   |   |               |  
|Current Image share capital, replaced |            |   |   |           |  |   |                |   |   |             |   |   |               |  
|by Busanda
      share capital upon   |            |   |   |           |  |   |                |   |   |             |   |   |               |  
|consolidation
      under reverse     |            |   |   |           |  |   |                |   |   |             |   |   |               |  
|takeover
      accounting             | 18,170,000 |   |   | 18,170    |  |   | (1,000         | ) |   | (17,170     | ) |   | -             |  
|                                      |            |   |   |           |  |   |                |   |   |             |   |   |               |  
|Net monetary liabilities of Busanda   |            |   |   |           |  |   |                |   |   |             |   |   |               |  
|acquired
      by Image               | -          |   |   | -         |  |   | -              |   |   | (29,377     | ) |   | (29,377       | )
|                                      |            |   |   |           |  |   |                |   |   |             |   |   |               |  
|Net Income (Loss)                     | -          |   |   | -         |  |   | -              |   |   | (194,488    | ) |   | (194,488      | )
|                                      |            |   |   |           |  |   |                |   |   |             |   |   |               |  
|                                      |            |   |   |           |  |   |                |   |   |             |   |   |               |  
|Balance, September 30, 2002           | 18,170,000 |   | $ | 18,170    |  | $ | -              |   | $ | (241,035    | ) | $ | (222,865      | )

The accompanying notes are integral part of consolidated financial
  statements. 
  F-4

---

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

|                                                    |   |                    |   |  |   |                  |  
|--------------------------------------------------- | - | ------------------ | - |  | - | ---------------- | -
|                                                    |   | Three Months Ended |   |  |   | Six Months Ended |  
|                                                    |   | June 30            |   |  |   | June 30          |  
|                                                    |   | 2003               |   |  |   | 2003             |  
|                                                    |   |                    |   |  |   |                  |  
|Cash Flows from Operating Activities:               |   |                    |   |  |   |                  |  
|Net
      Income (Loss)                             | $ | (123,483           | ) |  | $ | (194,488         | )
|Adjustments
      to reconcile net loss to net cash |   |                    |   |  |   |                  |  
|provided
      (used) to operating activities:      |   |                    |   |  |   |                  |  
|Depreciation                                        |   | 151                |   |  |   | 154              |  
|Increase
      (Decrease) in Working Capital        |   | (115,762           | ) |  |   | (134,511         | )
|Total
      Adjustments                             |   | (115,611           | ) |  |   | (134,357         | )
|Net Cash Used in Operating Activities               |   | (239,094           | ) |  |   | (328,845         | )
|                                                    |   |                    |   |  |   |                  |  
|                                                    |   |                    |   |  |   |                  |  
|Cash Flows from Investing Activities:               |   |                    |   |  |   |                  |  
|Office
      Equipment                              |   | (2,913             | ) |  |   | (4,635           | )
|Net Cash Used in Investing Activities               |   | (2,913             | ) |  |   | (4,635           | )
|                                                    |   |                    |   |  |   |                  |  
|                                                    |   |                    |   |  |   |                  |  
|Cash Flows from Financing Activities:               |   |                    |   |  |   |                  |  
|Demand
      Loan HE Capital                        |   | 247,921            |   |  |   | 351,840          |  
|Issuance
      of Stock for Cash                    |   | -                  |   |  |   | 1,000            |  
|Cash
      Component of Net Liabilities             |   |                    |   |  |   |                  |  
|of
      Busanda Acquired                           |   | 14,623             |   |  |   | 14,623           |  
|Net Cash Provided for Financing Activities          |   | 262,544            |   |  |   | 367,463          |  
|Net Increase (Decrease) in Cash                     |   | 20,537             |   |  |   | 33,983           |  
|                                                    |   |                    |   |  |   |                  |  
|Cash Balance, Begin Period                          |   | 13,446             |   |  |   | -                |  
|Cash Balance, End Period                            | $ | 33,983             |   |  | $ | 33,983           |  
|                                                    |   |                    |   |  |   |                  |  
|Supplemental Disclosures:                           |   |                    |   |  |   |                  |  
|Cash
      Paid for interest                        | $ | -                  |   |  | $ | -                |  
|Cash
      Paid for income taxes                    | $ | -                  |   |  | $ | -                |  

The accompanying notes are integral part of consolidated financial
  statements. 
  F-5

---

|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. Also, as Busanda
        was an inactive company with nominal net non-monetary assets, the Acquisition
        has been accounted for as an issuance of stock by Image accompanied by
        a recapitalization (see note 3 Common Stock). The net monetary liabilities
        of Busanda acquired by Image have been charged to the accumulated deficit.
      As required under reverse takeover accounting, these
        financial statements have been issued under the name of 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 operations 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|2. | 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.
      The consolidated financial statements for Busanda
        Explorations Inc. (the Company) included herein                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

F-6

---

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

| | are unaudited but reflect, in managements
        opinion, all adjustments, consisting only of normal recurring adjustments,
        that are necessary for a fair presentation of the Companys financial
        position and the results of its operations for the interim periods presented
        and are necessary to ensure that the financial statements of the company
        are not misleading.
      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.
      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
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-7

---

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

|   | 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.                                                                                                         
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                         
|3. | 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.                
|   |                                                                                                                                                                                                                                                                                                                         
|4. | Subsequent Events
        Subsequent to June 30, 2003, Busanda has changed its name to
          Image Innovations Holdings Inc. There were no other material subsequent
          events that have occurred since the balance sheet date that warrants
          disclosure in these consolidated financial statements.

F-8

---

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

FORWARD-LOOKING STATEMENTS

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

OVERVIEW

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

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

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

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

3

---

|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

---

|   | 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

---

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 $123,483
  during the three month period ended June 30, 2003 and $194,488 during the
  period from inception to 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 $227,346 as of June 30, 2003. The ability of Image Innovations to
  generate revenues will depend on its ability to obtain financing to fund its
  plan of operations and its success in implementing its plan of operations. There
  is no assurance that we will be able to obtain the financing required to enable
  Image Innovations to carry out its plan of operations.

We have been dependent upon H.E. Capital S.A., a related
  party in order to fund the business of Image Innovations to date. H.E. Capital
  agreed to advance up to $500,000 to Image Innovations in order to finance the
  start-up of our business operations pursuant to a loan agreement between H.E.
  Capital and Image Innovations dated January 14, 2003. H.E. Capital has advanced
  to Image Innovations a total of $351,840 as of June 30, 2003 and an amount of
  $351,840 was payable to H.E. Capital S.A. as of June 30, 2003. The loans bear
  interest at the rate of 9% per annum and are repayable upon demand. The loans
  are secured by a general security agreement granted by Image Innovations against
  all of its assets. There is no assurance that H.E. Capital S.A. will advance
  additional amounts in order to fund the business of Image Innovations in excess
  of the commitment to advance $500,000. We have no arrangement for the financing
  of the business of Image Innovations and there is no assurance that the required
  financing will be obtained.

We plan to pursue equity financings through private placements
  of our common stock or common stock and share purchase warrants in order to
  raise the funds necessary to enable us to pursue our plan of operations for
  the next twelve months. We do not have any arrangements in place for equity
  financings and there is no assurance that any equity financing will be achieved.
  If an equity financing is achieved, then it is anticipate that existing shareholders
  will suffer dilution.

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

6

---

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.

7

---

PART II--OTHER INFORMATION



ITEM 6.         EXHIBITS AND REPORTS
  ON FORM 8-K

EXHIBITS REQUIRED BY ITEM 601

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

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

REPORTS ON FORM 8-K

We did not file any Current Reports on Form 8-K during the
  fiscal quarter ended 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.

8

---

SIGNATURES

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

IMAGE INNOVATIONS HOLDINGS INC.

Date:OCTOBER 8, 2003

|By: | /s/ Clifford Wilkins                                                  | 
|--- | --------------------------------------------------------------------- | 
|    | CLIFFORD WILKINS CHIEF EXECUTIVE OFFICER,
      
      AND DIRECTOR   | 
|    |                                                                       | 
|    |                                                                       | 
|By: | /s/ Christopher Smith                                                 | 
|    | CHRISTOPHER SMITH 
      CHIEF FINANCIAL OFFICER, 
      AND DIRECTOR | 

9

---