SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB/A
                                 AMENDMENT NO. 1

       [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                            AND EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005

                       IMAGE TECHNOLOGY LABORATORIES, INC.
                       -----------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

           DELAWARE                                       22-3531373
-------------------------------                       -------------------
(STATE OR OTHER JURISDICTION OF                        (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                       IDENTIFICATION NO.)

     602 ENTERPRISE DRIVE, KINGSTON, NEW YORK          12401
     ----------------------------------------        ----------
     (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)        (ZIP CODE)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (845) 338-3366

        SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE

           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                                  COMMON STOCK
                                  ------------

INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS 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 Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in the definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X].

The issuer's revenues for the most recent fiscal year were $699,556.

The aggregate market value of the voting stock held by non-affiliates of the
Registrant, based on the $.14 last sales price reported by OTC.BB on April 10,
2006 was $786,034.

As of April 10, 2006, the Registrant had issued, and outstanding, 15,238,778
shares of common stock.
<PAGE>

Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]

                           FORWARD-LOOKING STATEMENTS

This report and the documents incorporated in it by reference contain
forward-looking statements about our plans, objectives, expectations and
intentions. You can identify these statements by words such as "expect,"
"anticipate, " "intend, " "plan", "believe," "seek", "estimate," "may," "will"
and "continue" or similar words. You should read statements that contain these
words carefully. They discuss our future expectations, contain projections of
our future results of operations or our financial condition or state other
forward-looking information, and may involve known and unknown risks over which
we have no control. You should not place undue reliance on forward-looking
statements. We cannot guarantee any future results, levels of activity,
performance or achievements. Moreover, we assume no obligation to update forward
looking statements or update the reasons actual results could differ materially
from those anticipated in forward-looking statements, except as required by law.
Factors, that could cause actual results to differ materially from those
expressed or implied by such forward looking statements include that factors
discussed in the report in Part 1, Item 1, including the section captioned "Risk
Factors that May Affect Future Results" and "Management's Discussion and
Analysis of Financial Condition or Plan of Operation."

                                EXPLANATORY NOTE

Image Technology Laboratories, Inc. is filing this Amendment No. 1 (the
"Amendment") to its Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2005, as filed with the Securities and Exchange Commission on April
17, 2006 due to the following:

     o    Correction of a calculation error on Financial Statements Note 2,
          Stock options, Net loss - pro forma (2005) and Basic loss per share -
          pro forma (2005)

     o    Correction of a typographical error on Financial Statements Note 4

     o    Correction of a typographical error on the Statements of Operations,
          Revenue, Software license fees (2005, 2004)

     o    Correction of a typographical error on the Statement of Cash Flows,
          Financing Activities, Proceeds from notes payable and long-term debt
          (2005, 2004)

     o    Correction of typographical errors on Item 14, Principal accountants'
          fees and services




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                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

Image Technology Laboratories, Inc. ("ITL", "the Company", "Registrant" or "we")
is a medical image and information management company in the healthcare IT
market. The Company is a systems integrator that provides a total solution of
hardware, software and service to the customer for their product.

The Company was founded and incorporated in the state of Delaware in 1997 by Dr.
David Ryon, Chief Executive Officer and founder of The Kingston Diagnostic
Center; Dr. Carlton Phelps, Chief Financial Officer and former Chief of
Radiology at The Kingston Hospital; and Lewis M. Edwards, Chief Technical
Officer and formerly Senior Technical Staff Member and lead engineer of the 3D
Graphics Lab at IBM. In fiscal year 2000 ITL successfully completed a private
placement (of approximately $2 Million), followed by an SB2 registration and a
self-underwritten public offering raising net proceeds of $1.02 million to
partially fund its development efforts.

The Company is headquartered in Kingston, New York - about 100 miles north of
New York City. The Company's shares of common stock are publicly traded on the
OTC Bulletin Board under the symbol "IMTL". Of the three original co-founders,
only Mr. Edwards remains at the Company. In the first quarter of 2002, Dr.
Phelps departed the Company and resigned from the Board of Directors. Dr. Ryon
passed away suddenly in December of 2004. The Company has secured a roster of
active customers, and is seeking to expand their sales and marketing initiatives
by both organic and acquisitive growth strategies.

ITL's lead product is their "WarpSpeed" software system which is built on a
unique modular architecture, with high throughput capabilities by a staff of
software engineers experienced in designing and writing enterprise level
programs. The result is a highly reliable, scalable radiology business solution
which is easily upgraded to meet the demands of a growing customer environment.
These qualities allow ITL to deliver a radiology product specifically tailored
to a customer's requirements. Innovative development work will allow customers
to stay at the forefront of technological advances by allowing easy extensions
and upgrades to existing systems.

PRODUCTS

WarpSpeed is a "Radiology Information System / Picture Archiving and
Communications System", know as RIS/PACS, for use in the management of patient
information and the processing/storage of medical images by hospitals and
diagnostic imaging centers. The RIS portion of the system inputs and stores
patient demographics, scheduling information, insurance data, and the billing
records required to service a patient visit. The RIS system also manages the
analysis reports generated by the radiologist resulting from reviewing the
patient's image data. The PACS portion of the system acquires and stores
diagnostic images in standard DICOM (Digital Imaging and Communications in
Medicine) digital format from imaging equipment (called "modality" in the health
industry) such as Computerized Tomography (CAT scan), Magnetic Resonance Imaging
(MRI), Ultrasound, Nuclear Imaging, Digital Fluoroscopy, Computed Radiography,
Digital Mammography, Digital Radiography, Positron Emission Tomography (PET),
etc, called a "study".

The uniqueness of WarpSpeed is in it being a monolithic RIS/PACS system made
possible by the development of a single, central source of patient / study data
called a database. Through the single database, the components of the RIS system
and the components of the PACS system can easily share consistent data and
provide a single source of information about a patient anywhere in the study
process. This includes patient exam scheduling, patient demographics, insurance,
imaging, statistics, mammography (BIRADS) reporting, diagnostic reports and
billing records. Everything is available on a single application platform
(WarpSpeed). The unified data also allows the efficient deployment of another
key WarpSpeed component, the Workflow manager. The Workflow manager manages the
process flow from the beginning to the end of a patient study. The Workflow
manager eliminates multiple input of the same patient data into a non integrated
RIS/PACS systems, eliminates the passing of folders between departments, reduces
the number of confirming telephone calls, and removes the need to access
multiple computer applications to access the patient's data and status.


                                      -3-
<PAGE>

Further, unified data allows for images to be inserted into the radiologist's
report, a radiologist's dictation to be part of the workflow process (and stay
totally within the RIS/PACS system), and intelligent, automatic routing of work
and data to the next individual(s) in the process flow. The WarpSpeed system
also allows the sending of data via integrated e-mail or fax or storing it on a
patient CD without evoking assistance outside the WarpSpeed application.

The advantage of a monolithic database system is to improve the overall
performance, reliability and efficiency of the radiology environment while
reducing the operational cost to the hospital/radiology center. The design goal
is also to enable more complex radiology studies and allow the
hospital/radiology center to readily adjust to a fast changing technology world
without the need to reconcile data from disjoint PACS and RIS systems.

The WarpSpeed application package is enterprise level software developed by
knowledgeable and experienced enterprise level software/hardware engineers with
the subject matter expertise of Board-certified radiologists. This should be a
major factor in choosing a RIS/PACS system. The hospital/radiology application
environment needs robust system performance, security, reliability and recovery
capabilities. Such a system can only be developed by engineers experienced in
this enterprise environment. The WarpSpeed development team has extensive
enterprise level experience with graphics, database systems, operating systems,
networking and application software. They are have years of experience in the
radiology environment. They understand performance and the requirements of data
protection, system reliability, and the need for multiple levels of recovery in
the critical places of both the hardware and software. These features are built
into WarpSpeed and it is these same engineers who continue to support, service
and expand the functionality of the product.

Another design objective of WarpSpeed is scalability. The WarpSpeed system
consists of ITL proprietary application software running on commercially
available computer hardware, operating systems and database. The modular design
of the software allows the customer to have a WarpSpeed solution consisting of
almost any size: from a single computer to a large, fully distributed system
with separate computers handling the database, distributed file system storage,
server components such as the Workflow Manager, Report Distribution Manager,
Schedule Server and Background Transfer Service, and the client components such
as the Radiologist Display Workstation(s), the Modality Workstations(s), the
Stenography Workstation(s) and the Administrative Workstation(s). The
distributed system is tied together with local high speed networking to allow
the timely delivery of imaging and patient information to the radiologist.
Innovative intelligent algorithms have been developed to reduce the network
bandwidth and database storage requirements which are two of the most
significant cost factors associated with building a PACS/RIS system. Secure,
remote access is available to radiologists and physicians via the internet. The
WarpSpeed system allows for flexibility in configuring a total system, building
the system to meet the hospital/radiology center current needs while preserving
growth paths.

The ITL WarpSpeed system may be configured with a fully-redundant hot-standby
secondary-server, generally located off-site, to enhance reliability and
availability of patient data and images particularly in response to physical
disasters. DICOM files, reports, database and transaction log backups are
replicated to the secondary-server in near-real time, and the database instance
running on the backup-server is kept in synchronization with the primary server
within 15 minute intervals. In the event of a disaster, the secondary-server
will assume a fully-functional primary-server role in 30-45 minutes. ITL is not
aware of any other RIS/PACS vendor that provides this capability in our market
space.


                                      -4-
<PAGE>

At the heart of the system is a software module referred to as the ITL Workflow
Manager. This software module is an IHE compliant workflow solution which allows
the entire process of patient scheduling, registration, image acquisition, image
display, and radiographic report generation to be totally automated in WarpSpeed
to a degree that is yet to be demonstrated in the industry. The software
determines what resources are available on the enterprise and distributes the
various pieces of work as applicable. For example, if multiple radiologists are
logged on to the system, unread studies are distributed based upon their
preference and sub-specialties. Once the study has been read and analyzed, the
radiologist dictates the report which, in turn, is distributed to an available
stenographer. After transcription, the report returns to the reporting
radiologist, wherever he/she is logged on, for proof reading and final
signature. The workload manager makes sure that the data is available to the
right person, at the appropriate time and at the desired location.

Following signoff, the ITL Report Distribution Manager prints, faxes and/or
encrypts / e-mails the final report, maintaining substitutable versions of the
diagnostic reports as .RTF files and generating archive versions as .PDF files
for distribution and web access.

The ITL Schedule Server manages a centralized multi-site, multi-equipment time
slot reservation system that includes a procedure-based scheduling methodology
which allows an imaging facility to codify scheduling rules and hints across
different types of imaging modalities, body parts and a virtually unlimited set
of clinical study types.

The ITL Background Transfer Service (BTS) supports the transfer of DICOM image
files from a remote location containing one or more imaging modalities connected
to a main site via a WAN. The transfers take place in the background using
algorithms that support recovery and restart in the event of network outages and
errors while preserving bandwidth for interactive use at the remote site and
freeing the technologist from waiting for transfer confirmation. Typically, the
DICOM image objects pushed to the Modality Workstation by the imaging modalities
are compressed using JPEG-2000 Lossless compression prior to transfer by the BTS
to the ITL RIS/PACS server site(s) where they are decompressed for faster access
by the Radiologist Display Workstation, described below. The BTS, upon
successful transfer of all of the images constituting an imaging study, injects
the study into the workflow for assignment by the Workflow Manager.

Another component of the system is the ITL Radiologist Display Workstation. The
Radiologist Display Workstation permits the simultaneous viewing of multiple
diagnostic images (usually on high resolution displays) together with relevant
patient data displayed on a supporting touch-screen display. The imaging
information can be displayed in either film mode or stacking mode depending on
the imaging modality and radiologists' preferences. In film mode, the
workstation emulates the current film based paradigm that uses traditional X-Ray
view boxes to display multiple images. MRI and CT studies are typically viewed
in stack mode with automatic cross-referencing across images intersecting in 3D
space, as the radiologist scrolls up and down through the stacked series of
images. The control of the Radiologist Display Workstation is via a surface
acoustic wave (SAW) touch-screen workstation so as to not use valuable space on
the high-resolution diagnostic monitors typically configured with the
Workstation, improving the speed and accuracy of diagnostic interpretation.

The Radiologist Display Workstation consists of proprietary software developed
by ITL and commercially available hardware. The unique feature of the display
station is its ability to present a virtually unlimited number of diagnostic
images on multiple display surfaces. The software can blend together a number of
monitors, of arbitrary resolution, into one large virtual display, as required
by the radiologist. A radiologist can read and interpret digital images from any
imaging modality on a radiologist display workstation which can be either local
or at a remote location when connected via encrypted tunnels (VPNs) over the
Internet. This facilitates time-critical transfer of patient information between
hospital departments, as well as rapid consultations by specialists at remote
locations. The system also affords convenient home viewing by radiologists using
lower-cost, reduced resolution monitor(s). The user-interface of the ITL
Radiologist Display Workstation has been designed by radiologists for ease of
use, offering an un-cluttered touch-panel control screen that does not
intimidate new users while still making more sophisticated operations readily
available.


                                      -5-
<PAGE>

The ITL Administrative Workstations are PC-based and are normally used for the
RIS functions, such as patient demographic entry and maintenance, online report
viewing, scheduling (both basic and procedure-based), schedule queries, workflow
status monitoring and control, report log viewing, referring physician entry and
maintenance, radiologist preferences management, schedule procedure creation and
editing, study ICD-9 procedure code modifications, generalized RIS queries and
"super-administrator" functions such as patient / study merges.

The ITL Stenography Workstation is also PC-based and provides for automation of
much of the mundane and error-prone inclusion of patient, study and referring
physician demographic information into the report. The Stenography Workstation
application links to and controls Microsoft Word for the production of these
reports, thus offering the stenographer a comfortable and familiar
word-processing environment.

The ITL Modality Workstation is the WarpSpeed software component which is used
to create, store, reproduce and transmit digitized images generated by
DICOM-compatible diagnostic imaging equipment, including digital radiography,
computed radiography, ultrasound, nuclear medicine, digital fluoroscopy,
computed tomography, magnetic resonance imaging and digital mammography. The
Modality Workstation is normally connected to the diagnostic imaging equipment
via a high speed local area connection. By acting as the DICOM gateway to the
ITL WarpSpeed RIS/PACS system, the Modality Workstation enforces the requisite
quality control to ensure that incoming studies are properly associated with the
correct patient in the RIS, and that the incoming studies are ICD-9 coded by the
individuals most closely associated with the actual performance of the study,
namely the technologists operating the imaging modality. The Modality
Workstation is capable of compressing / decompressing the DICOM images presented
to it by the imaging modality using JPEG-2000 Lossless compression.

ITL has leveraged the most recent advances in operating system design, software
development, and networking tools in WarpSpeed to produce a product which offers
greater functional capability at lower costs through scalable system
architecture. Microsoft Windows 2003 is employed on the WarpSpeed servers for
its management, networking, distributed file system and message queuing, while
Microsoft SQL Server provides the database infrastructure. Microsoft Windows XP
is used for the Modality Workstation, Stenography Workstation and Administrative
Workstation. It is the truly modular and scalable architecture which permits
function to be distributed incrementally across the hardware and give the
customer tremendous freedom in designing their current and future system
environment.

ITL has developed sophisticated software sub-systems to monitor and update the
WarpSpeed system. These sub-systems allow the WarpSpeed system to be deployed in
diagnostic imaging centers and small to mid-sized hospitals where typically
local IT staff may not be available to monitor and administer the system, thus
offering a potential savings personnel cost.

ITL has also developed an extensive set of internal data migration tools that
enable us to quickly and efficiently import a customer's existing RIS data into
the WarpSpeed system, such as patient demographics, study history, schedules and
referring physician lists. Standard DICOM files can also be imported and
correlated with imported RIS data.


                                      -6-
<PAGE>

ITL expects to begin shipment of its WarpSpeed Web Portal in the second quarter
of 2006, allowing referring clinicians secure access to images and reports using
standard PCs running Microsoft Windows 2000 and XP using Microsoft's .NET
technology.

In summary, the WarpSpeed system provides a total, turn-key monolithic solution
to the administrative (RIS) and imaging (PACS) aspects of radiology services
that does not force local IT to manage the integration, support and data
inconsistency issues of separate RIS and PACS products joined together by our
competitors. WarpSpeed has the capability to automate a hospital's radiology
department or be the primary patient and image management system for any
radiology diagnostic imaging center. In a hospital environment, WarpSpeed has
been designed to interface with hospital information systems so that a patient's
clinical data can be integrated with diagnostics images for increased accuracy
of image interpretation and diagnosis. ITL's WarpSpeed system offers
performance, enterprise level robustness, reliability and recovery, workflow
management, and scalability. Our value to our customers include consistent and
organized radiology process flow control, a completely electronic (vs. paper)
solution, supporting a more accurate and reliable diagnosis by the radiologists
with less opportunity for error, lower operating costs, overall better patient
care. The accuracy of information maintained within the ITL WarpSpeed monolithic
RIS/PACS system, along with the organized workflow, allows for more accurate
billing and the potential for an improvement in the reimbursement rate by the
imaging facility.

MARKETING

ITL is marketing its WarpSpeed system in hospitals with less than 400 beds and
freestanding radiology imaging centers. According to the American Medical
Information, Inc. there are 2,795 major diagnostic imaging centers and more than
5,000 smaller imaging centers in the U.S. According to the American Hospital
Association, there are 5,800 hospitals in the U.S. Approximately one-half have
less than 400 beds, the generally accepted metric defining a medium-sized
hospital..

According to market research by Frost & Sullivan, a leading industry research
firm, the worldwide market for PACS was $1.8 billion in 2003 and will grow to
$4.5 billion by 2010. Millennium Research Group reports that the U.S. market for
PACS grew by over 25% in 2004 and, by 2009, will generate nearly $3.0 billion in
revenue.

PACS technology, while widely appreciated, has yet to be widely adopted in the
medium to smaller (community) hospitals and single / multi-site imaging centers,
offering an excellent opportunity for ITL and WarpSpeed. We believe that the
lack of penetration of RIS/PAC systems into this market segment is a reflection
of the limitation of current solutions to deliver expected value, the high
purchase cost of solutions by the major vendors and the required IT staff and
expertise. According to Frost & Sullivan, approximately 17.7% of hospitals in
North America had PACS in 2003.

ITL markets a fourth generation medical information and image management system
that we believe is more flexible, usable and scalable than any currently
available product. The Company markets ITL's WarpSpeed system through an
in-house marketing presence and a contract sales force supported by product
advertising and promotion at industry trade shows. ITL offers the product at a
price point which is well within the reach of even the smallest hospital or
imaging facility. The Company believes that it offers systems with superior
price/performance characteristics without requiring the overhead of local IT
staff at the imaging facility.

ITL also expects a major sub-segment of the market over the next several years
will be PACS upgrades and migrations as early adopters begin to recognize the
deficiencies of the earlier generation of products. This emerging opportunity
will allow ITL to leverage its investment in migration tools and technologies to
capture these customers.


                                      -7-
<PAGE>

The penetration of Computed Radiography (CR) imaging equipment into specialized
clinics, such as orthopedic practices, presents an excellent opportunity for ITL
to take advantage of its modular software architecture and package the WarpSpeed
system into a family of offerings to such practices. Such a family will allow a
lower cost of entry yet provide a growth path in terms of capacity and reach
that should prove quite attractive in this space.

ITL believes that 3D viewing capability is rapidly becoming an important factor
in our diagnostic imaging market comprised of single / multi-site imaging
centers and small (community) to medium hospitals, offering an improvement in
certain diagnosis and a potentially higher reimbursement to the imaging
facility. We expect that ITL's expertise in 3D imaging will allow us to
vigorously pursue this emerging market segment.

With the aging baby boomers starting to place more of a burden on the health
care system in the U.S. , ITL expects the diagnostic imaging market to grow to
meet this demand. The increased awareness of the importance of Electronic
Medical Records (EMR) as a means of controlling medical costs while improving
patient care will, no doubt, impact the RIS/PACS market as the images and
reports produced from RIS/PACS are an important component in EMR. ITL intends to
pursue EMR at least within the RIS/PACS space and possibly beyond as other
opportunities become evident to deploy our technology and expertise in medical
information systems.

ITL is selling WarpSpeed with two (2) pricing models: The first is an outright
capital purchase and the second is a fee per-study-performed basis. The latter
plan is an attractive approach for our clients, as there is no capital outlay,
the cost is expensed, and the model does not penalize radiologists and clinical
staff for multiple consultative reviews of the image data.

COMPETITION AND COMPETITIVE ADVANTAGE

ITL is unique among the 50+ companies in the U.S. that are marketing or
developing RIS or PACS or RIS/PACS solutions for the radiology community. The
Company believes that it is the only company that has implemented a single
monolithic product that encompasses all aspects of the radiology business. To
date no one company has captured a predominant market share. Some of the larger
RIS/PACS vendors are GE Medical Systems, Agfa, Siemens Medical Solutions,
Philips Medical Systems and Kodak Health Imaging - all of which have expended
effort to integrate RIS and PACS. There are a number of vendors which now offer
`single vendor' (disparate database) RIS/PACS, and many vendors which offer
simply the RIS or PACS components separately.

The superiority of ITL's system has been demonstrated in many areas. Its user
interfaces are intuitive thereby minimizing training time and operator error.
The unique touch screen interface increases speed of operation and productivity
of the radiologist. Radiology report turn around is typically less than two
hours, which is far superior to any other system currently in production. The
underlying architecture and design characteristics have been shown to be highly
scalable and flexible. These features alone set ITL apart from all competition.
We believe that our ability to configure a cost-effective secondary-server as
part of the ITL WarpSpeed system offers our customers a disaster resilient
system that we believe is not currently offered by any of our competitors in our
market space. The ITL WarpSpeed system may be configured with a fully-redundant
hot-standby secondary-server, generally located off-site, to enhance reliability
and availability of patient data and images particularly in response to physical
disasters. DICOM files, reports, database and transaction log backups are
replicated to the secondary-server in near-real time, and the database instance
running on the backup-server is kept in synchronization with the primary server
within 15 minute intervals. In the event of a disaster, the secondary-server
will assume a fully-functional primary-server role in 30-45 minutes.


                                      -8-
<PAGE>

The Company believes that most available RIS/PACS systems have significant
drawbacks such as:

      o     Poor user interfaces
      o     Inadequate workflow tools
      o     Lack of scalability
      o     Prohibitive entry point purchase prices.
      o     Significant management oversight to maintain disparate databases

ITL believes that such drawbacks account in part for the fact that none of its
competitors have been able to capture more than 20% of the market in recent
years. ITL intends to capitalize on these inherent weaknesses in the
competition.

PRODUCT APPROVAL PROCESS

ITL is a registered medical device manufacturer by the Food and Drug
Administration ("FDA"). The WarpSpeed solution is exempt from the pre-market
authorization process by the FDA. Our products have been declared substantially
equivalent to already approved products by the FDA.

Although ITL is aware that there is an international market for products such as
WarpSpeed, we have no present plans to market our products in other countries,
largely due to limited resources. However, should we decide to market WarpSpeed
in other countries, we would have to comply with the laws of, and meet the
applicable regulatory procedures and standards in each jurisdiction in which we
sought to market our products. Approval in one jurisdiction does not assure
approval in another as the various federal, state, and local regulatory
authorities are independent of each other.

INSURANCE

ITL has obtained both corporate, product, and computer omissions and errors
liability insurance. We are at risk to product liability claims if the use of
our products is alleged to have caused harm to a patient. There is no direct
contact between the ITL product and the patient.

Under the terms of our executive employment agreements we are obligated to
maintain term life insurance for the benefit of Mr. Lewis M. Edwards, ITL's
Chief Technical Officer, in the amount of $300,000 if this can be obtained on
commercially reasonable terms. The Company, at this time, has not purchased life
insurance.

MATERIAL CONTRACTS

In May 2003, ITL signed a multi-year contract with Park Avenue Associates in
Radiology PC., Binghamton NY, for the installation of its solution in a
multi-site environment. This installation required the deployment of hardware
and software in four physically separate locations interconnected with microwave
links, fiber-optic cable, and a traditional LAN. The interconnections also
include the use of secure, encrypted tunnels via the internet (VPN's). Remote
review stations have been deployed in private physician's offices.

In January 2004, ITL closed a five-year contract for the WarpSpeed system with
St. Anthony Community Hospital, Warwick, NY. St. Anthony is a member of Bon
Secours Charity Health System, which owns and operates 32 health care
facilities. ITL expanded it's installation to an off-campus Women's Center in
May 2005, for digital mammography and ultrasound, and again in November 2005 at
the hospital with the installation of Computed Radiography (CR) modalities as
St. Anthony Community Hospital became essentially film-less. Our installation at
St. Anthony Community Hospital also includes a fully-redundant hot-standby
server.


                                      -9-
<PAGE>

In February 2004, the Company borrowed $125,000 from Valley Commercial Capital,
LLC ("Valley"). This loan is evidenced by a promissory note, which provides for
interest at 8% per annum and calls for monthly payments of principal and
interest of $3,917 through February 2, 2007. In March 2004, the Company borrowed
an additional $138,997 from Valley, also evidenced by a promissory note, which
provides for interest at 8% per annum and calls for monthly payments of
principal and interest of $4,356 through March 29, 2007. As of December 31,
2005, the outstanding balances on these loans aggregated $114,613. The loans are
secured by equipment owned by the Company located at two customer sites, and an
assignment of a contract with one of these customers. In addition, the loans are
secured by a personal guarantee of the Estate of Dr. Ryon.

In December 2004, pursuant to a promissory note, Dr. Ryon loaned the Company
$105,000 with interest at 10% per annum. In April 2005, the Company renegotiated
the terms of the note with the Estate of Dr. Ryon to provide for a 24-month
payment schedule, beginning in January 2007.

In March 2005, the Company signed a contract for the sale of two of its
WarpSpeed RIS/PACS systems to InMed Diagnostic Services of Massachusetts, LLC at
multi-modality imaging centers specializing in women's health care spread across
three sites, and one WarpSpeed system to InMed Diagnostics Services of South
Carolina, LLC in Columbia. The Columbia, South Carolina site is the largest
imaging center of the InMed affiliates.

In December 2005, the Estate of Dr. Ryon loaned the Company an additional
$36,000 under an amendment to the December 2004 promissory note.

ITEM 2. DESCRIPTION OF PROPERTY

Image Technology's principal executive office currently occupies leased space at
602 Enterprise Drive, Kingston, NY. Image Technology's telephone number is (845)
338-3366 and its facsimile number is (845) 336-4931.

In November 2002, we executed a five-year lease (at approximately $900 per
month) for office space at "Tech City", formerly the IBM facility in Kingston,
NY. Tech City has become the home of many high technology firms in the Hudson
Valley. The space is sufficient for our growing marketing/sales department, the
R&D team and the systems integration/test area.

Image Technology believes that its current facilities will meet its needs for
the foreseeable future.

ITEM 3. LEGAL PROCEEDINGS

The Company was party to an arbitration proceeding commenced by Dr. Carlton
Phelps before the American Arbitration Association in New York City. Dr. Phelps,
a former officer and director of the Company claimed that he had been
constructively discharged in violation of his employment agreement by virtue of
a significant diminution of his duties and responsibilities at the Company. He
also claimed that he had been defamed in the Company's public filings when it
was asserted that he had been discharged for cause. The Company denied the
allegations and affirmatively sought the return by Dr. Phelps of some or all of
his stock on the basis of his breach of fiduciary responsibilities. By Opinion
and Award dated February 25, 2004, the Arbitrator determined that Dr. Phelps had
not been constructively discharged, but had voluntarily resigned. As a
consequence, all of Dr. Phelps' claims for monetary awards were dismissed but,
as to the defamation claim, the Company was directed to amend prior filings to
reflect that he was not terminated for cause. The Company's claim for return of
Dr. Phelps's stock was denied. On September 15th 2004, the Arbitrator awarded
attorneys' fees and arbitration expenses totaling $120,810 and $9,250,
respectively to Dr. Phelps. A total of $130,060 has been added to the expenses
in the Company's 2004 Statement of Operations and the liabilities have been
increased by the same amount in the Company's Balance Sheet as of December 31,
2004.


                                      -10-
<PAGE>

With respect to the Company's arbitration with Dr. Carlton Phelps (which was
discussed in detail in the Company's Annual Report on Form 10-KSB for the year
ended December 31, 2004), Dr. Phelps commenced a proceeding in New York State
Supreme Court, Albany County, to confirm the arbitrator's award. The Company has
opposed confirmation and, in the alternative, is seeking a modification of the
award.

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

There were no matters submitted to a vote of security holders during the fourth
quarter of the fiscal year ended December 31, 2005.

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Image Technology's Common Stock currently trades on the Over-the-Counter
Bulletin Board ("OTCBB") under the symbol "IMTL.OB". These securities commenced
trading on December 15, 2000. The following table lists the closing high and low
prices of the Company stock during 2004-2006:

            -------------------------------------------------------------
                   2004                  2005                  2006
            -----------------     -----------------     -----------------
             High        Low       High        Low       High        Low
            ------     ------     ------     ------     ------     ------

1st Qtr     $ 1.00     $ 0.40     $ 0.45     $ 0.20     $ 0.35     $ 0.12

2nd Qtr       0.97       0.40       0.16       0.16

3rd Qtr       0.70       0.39       0.25       0.25

4th Qtr       0.45       0.25       0.29       0.25

As of March 31, 2006, the number of holders of record of Common Stock was 191.

DIVIDEND POLICY

The Company does not anticipate paying any cash dividends on its common stock in
the foreseeable future because it intends to retain its earnings to finance the
expansion of its business. Thereafter, the Board of Directors in light of
conditions then existing, including, without limitation, the Company's financial
condition, capital requirements and business condition will determine the
declaration of dividends.

ISSUANCE AND SALES OF SECURITIES

During 2004, the Registrant issued and sold the securities listed below in
transactions exempt from registration pursuant to Section 4 (2) of the
Securities Act of 1933, as amended.


                                      -11-
<PAGE>

In the first quarter of 2004, we sold 100,000 shares of our common stock, in a
private transaction, to a member of our Board of Directors. The sales price was
$.50 per share, the approximate fair value at the time, resulting in gross
proceeds to the Company of $50,000.

In April 2004, as compensation to a financial consultant, we issued a total of
12,500 shares having a fair market value of approximately $10,625 at the time of
issuance.

In February 2005, we issued 100,000 shares of our common stock to Mr. Robert G.
Carpenter, a member of our Board of Directors, for a purchase price of $0.20 per
share, or a total of $20,000.

In February 2005, we issued 100,000 shares of our common stock to Mr. Lewis M.
Edwards, the Chairman of our Board of Directors, for a purchase price of $0.20
per share, or a total of $20,000.

In February 2005, we issued 25,000 shares of our common stock to Mr. John
Naccarato, a member of our Board of Directors, for a purchase price of $0.20 per
share, or a total of $5,000.

In February 2005, we issued 100,000 shares of our common stock to Mr. Richard
Norrell, a member of our Board of Directors, for a purchase price of $0.20 per
share, or a total of $20,000.

In February 2005, we issued 100,000 shares of our common stock to Mr. Gregory D.
Laib, a key employee, for a purchase price of $0.20 per share, or a total of
$20,000.

In February 2005, we issued 100,000 shares of our common stock to Mr. Jonathon
Kaufman, a key employee, for a purchase price of $0.20 per share, or a total of
$20,000.

In April 2005, we issued 250,000 shares of our common stock to Mr. Lewis M.
Edwards, the Chairman of its Board of Directors, for a purchase price of $.20
per share, or a total of $50,000.

The issuances described above were made in reliance upon the exemptions from
registration set forth in Section 4(2) of the Securities Act relating to sales
by an issuer not involving any public offering. None of the foregoing
transactions involved a distribution or public offering. No underwriters were
engaged in connection with the foregoing issuances of securities, and no
underwriting commissions or discounts were paid.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

OVERVIEW

The following is a discussion of certain factors affecting the results of
operations, liquidity and capital resources of Image Technology Laboratories,
Inc. ("ITL"). You should read the following discussion and analysis in
conjunction with ITL's audited financial statements and related notes, which are
included elsewhere in this Annual Report on Form 10-KSB.

BUSINESS AND SUMMARY OF CRITICAL ACCOUNTING POLICIES:

ITL is a medical image management company in the healthcare information systems
market. We were incorporated in Delaware on December 5, 1997. ITL has developed
a single database "Radiology Information System and Picture Archiving and
Communications System" known as RIS/PACS for use in the secure management of
patient information and diagnostic images.

We expect that we will derive our future revenues primarily from sales of our
WarpSpeed system and associated maintenance charges along with Application
Service Provider (ASP) usage fees. We obtained our first contract for the sale
of WarpSpeed and related hardware and maintenance services in August 2002.
Accordingly, we are no longer in the development stage for accounting purposes,
but we continue to refine and enhance the capabilities of our WarpSpeed system.


                                      -12-
<PAGE>

For the twelve months ending December 31, 2005, we had a net loss $414,546, and
have had recurring losses and negative cash flows from our operating activities
since inception. On December 31 2005, we had a cash position of $40,698 and a
working capital deficiency of $439,844. In February and April 2005, in private
placements of the Company's common stock, all of the individual members of our
Board of Directors and certain key employees purchased an aggregate of 775,000
shares of our common stock at $0.20 per share, resulting in proceeds to the
Company of $155,000. In June 2005, we received net proceeds of $150,000 from the
exercise of stock options for 600,000 shares of our common stock at $0.25 per
share. In June 2005, the Company secured bridge loan funding of $180,000 from a
member of the Company's Board of Directors, from a related party to another
member of the Company's Board of Directors and from Alfus Financial Services for
use in its operations. The entire amount was repaid including $7,324 interest in
September 2005. Also in September 2005, the Company secured bridge loan funding
of $50,000 from a member of the Company's Board of Directors for use in its
operations.

As a result of our limited capital resources our independent registered public
accounting firm has indicated in their report on our financial statements for
the year ended December 31, 2005 that there is a substantial doubt about our
ability to continue as a going concern. We believe, however, that as a result of
the proceeds from our financing activities, as well as anticipated cash flow to
be generated by fees from, and sales of our RIS/PACS solution, we will be able
to continue to meet our obligations as they become due through at least December
31, 2006. We also believe, but cannot assure, that if needed we will be able to
obtain additional capital resources from financing through financial
institutions and other unrelated sources and/or through additional related party
loans or equity transactions.

Our cost and expense structures are related, in large part, to our anticipated
future growth. We believe, however, that we have the ability to control the pace
of our expenditures relative to our available resources as we have done in 2005.
Included in such resources are the expectation of additional short-term loans
and/or purchases of additional common stock by the members of our Board of
Directors, as well as additional private placements of securities to unrelated
third parties. There are no commitments of financing nor is there any assurance,
that, if needed, such loans or security purchases will be available. If
necessary, we also have the ability to reduce or curtail our planned level of
activity. As a result of the aforementioned, our financial statements have been
prepared assuming the Company will continue as a going concern and they do not
include any adjustments from the outcome of this uncertainty.

CRITICAL ACCOUNTING POLICIES

The Securities and Exchange Commission issued disclosure guidance for "critical
accounting policies." The Securities and Exchange Commission defines "critical
accounting policies" as those that require the application of management's most
difficult, subjective or complex judgments, often as a result of the need to
make estimates about the effect of matters that are inherently uncertain and may
change in subsequent periods.

Our significant accounting policies are described in Note 2 to our audited
financial statements, contained elsewhere in this report. We believe that the
following accounting policies or estimates require the application of
management's most difficult, subjective or complex judgments.

GOING CONCERN:

The accompanying audited financial statements have been prepared on the basis of
accounting principles applicable to a going concern. Accordingly, they do not
give effect to adjustments that would be necessary should we be unable to
continue as a going concern and, therefore, be required to realize our assets
and retire our liabilities in other than the normal course of business and at
amounts different from those in the accompanying audited financial statements.
Our ability to continue as a going concern is dependent upon achieving
profitable operations and/or obtaining additional financing. While our
management believes that both criteria will be achieved, there can be no
assurance as to either outcome.


                                      -13-
<PAGE>

REVENUE RECOGNITION:

Revenues from the provision of radiology and imaging services are recognized
over the estimated period during which the applicable services are performed
provided that the fees are fixed and determinable and collection is reasonably
assured.

Contracts for the sale of our imaging systems involve multiple elements
including the delivery and installation of software and hardware products,
training and system maintenance. However, we cannot allocate the revenues from
such contracts to each element based on the relative fair value of each element.
Accordingly, we will recognize the revenues from a system contract ratably over
the period during which we are required to provide maintenance or any other
service provided that the fees are fixed and determinable and collection is
reasonably assured. Unearned revenues, if any, are included in deferred revenues
in our balance sheet. At December 31, 2005, all amounts initially deferred were
fully amortized into revenue.

VALUATION OF DEFERRED TAX ASSETS:

We regularly evaluate our ability to recover the reported amount of our deferred
tax assets considering several factors, including our estimate of the likelihood
that we will generate sufficient taxable income in future years in which
temporary differences reverse. Presently we believe that it is more likely than
not that we will not realize a substantial portion of the benefit of our
deferred tax assets based primarily on our projected operating results and,
accordingly, have recorded a valuation allowance of $1,480,000. In the event
that actual results differ from our estimates or we adjust these estimates in
future periods, we may need to adjust this valuation allowance, which could
materially impact our financial position and results of operations.

VALUATION OF LONG-LIVED ASSETS:

We assess the recoverability of long-lived assets, such as equipment and
improvements, whenever we determine that events or changes in circumstances
indicate that their carrying amount may not be recoverable. Our assessment is
primarily based upon our estimate of future cash flows associated with these
assets. We have determined that there has not been an impairment of any of our
long-lived assets at December 31, 2005. However, should our operating results
deteriorate; we may determine that some portion of our long-lived assets is
impaired. Such determination could result in non-cash charges to income that
could materially affect our financial position and results of operations for
that period.

EFFECTS OF RECENT ACCOUNTING PRONOUNCEMENTS:

In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary
Assets" ("SFAS 153") which amends Accounting Principles Board Opinion No. 29,
"Accounting for Nonmonetary Transactions ("APB 29"). SFAS 153 amends APB 29 to
eliminate the fair-value exception for nonmonetary exchanges of similar
productive assets and replaces it with a general exception for nonmonetary
exchanges that do not have commercial substance. It is effective for nonmonetary
asset exchanges occurring in fiscal periods beginning after June 15, 2005. SFAS
153 is not anticipated to have a material impact on our financial position or
results of operations.

In December 2004, the FASB issued SFAS No. 123(R), "Share-Based Payment," as
subsequently revised in April 2005 ("SFAS 123(R)") which establishes accounting
standards for all transactions in which an entity exchanges its equity
instruments for goods and services. SFAS 123(R) revises SFAS No. 123,
"Accounting for Stock-Based Compensation," supersedes Accounting Principles
Board Opinion No. 25, "Accounting for Stock Issued to Employees" and amends SFAS
No. 95, "Statement of Cash Flows." SFAS 123(R) generally requires the Company to
measure the cost of employee services received in exchange for an award of
equity instruments, including all options granted to employees, based on the
fair value of the award on the date of the grant. SFAS 123(R) requires the fair
value on the grant date to be estimated using either an option-pricing model
which is consistent with the terms of the award or a market observed price, if
such a price exists. The resulting cost must be recognized over the period
during which an employee is required to provide service in exchange for the
award, which is usually the vesting period. The Company has used the intrinsic
value method of accounting for options granted to employees and has not been
required to record any charges related to options granted. For small business
issuers, like the Company, SFAS 123(R) must be adopted no later than the
beginning of the next fiscal year that begins after periods beginning after
December 15, 2005 and the Company expects to adopt SFAS 123(R) on January 1,
2006. We expect that the adoption of SFAS 123(R) will require us to record
charges related to options granted to employees from time to time, but we cannot
determine presently whether those charges will have a material impact on our
results of operations and the related per-share amounts.


                                      -14-
<PAGE>

In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
Corrections" ("SFAS 154") which replaces APB Opinion No. 20 Accounting Changes
and SFAS No. 3, "Reporting Accounting Changes in Interim Financial Statements -
An Amendment of APB Opinion No. 28". SFAS 154 requires retrospective application
to prior period's financial statement of a voluntary change in accounting
principal unless it is not practical. SFAS 154 is effective for accounting
changes and corrections of errors made in fiscal years beginning after December
15, 2005, and is required to be adopted by the Company in the first quarter of
fiscal 2006. Although the Company will continually evaluate its accounting
policies, management does not currently believe adoption will have a material
impact on the Company's results of operations, cash flows or financial position.


                                      -15-
<PAGE>

RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2005 COMPARED TO THE YEAR
ENDED DECEMBER 31, 2004

REVENUE:

During the year ended December 31, 2005, our total revenues decreased $194,689,
or 21.7%, to $699,556 from $894,245 in the prior year.

REVENUE DISCUSSION:

ITL is reporting fiscal year revenues, ending December 31, 2005, of $699,556.
These revenues were derived solely from the Companies normal line-of-work:
developing, selling and servicing medical image and information management
systems. During the fiscal year ended December 31, 2004, ITL reported total
revenue of $894,245. This revenue was derived from two revenue streams: Revenue
from the Company's normal line-of-work and revenue from professional radiology
services. From its normal line-of-work in FY 2004, revenues totaled $451,355
while professional radiology services generated revenue totaling $442,890. The
professional radiology services revenue ended in December 2004 with the death of
Dr. Ryon, radiologist and then Chief Operating Officer of ITL. Regarding the
normal line-of-work, there is approximately a 55% growth in this revenue when
comparing FY 2005 and 2004.

This net increase in revenue is comprised of a $149,224, or 23.4% increase in
Application Service Provider (ASP) usage fees from our existing customers. One
customer generated a full-year's ASP fee revenue in 2004, while a second
customer's capital purchase payment revenue decreased $35,000, or 25%, as the
payments were completed in 2004. A third customer's ASP usage fee revenue stream
started in September 2004. We expect that we will derive our revenues in the
future primarily from sales of our WarpSpeed system and associated maintenance
charges along with ASP usage fees.

COST OF REVENUE:

The cost of revenue in 2005 of $130,300 represents equipment costs of systems
sold in 2005. During the year ended December 31, 2004, the cost of revenue
figure of $102,629 was for costs associated with professional radiology services
of Dr. Ryon. These costs ceased with the passing of Dr. Ryon in December 2004.

RESEARCH AND DEVELOPMENT EXPENSES:

During the year ended December 31, 2005, we incurred research and development
expenses of $403,560 as compared with $344,622 in the preceding year; an
increase of $58,938. These expenses are consistent with ITL's efforts to enhance
the WarpSpeed system and are primarily compensation to our Chief Technology
Officer and engineering personnel.

SALES AND MARKETING EXPENSES:

During the years ended December 31, 2005 and 2004, we incurred sales and
marketing expenses of $145,460 and $324,650, respectively; a decrease of
$179,190. The reduction in this category of expenses was due to the savings
incurred by having one less individual in the sales staff and the elimination of
Dr. David Ryon's (former CEO of the Company) allocated expenses in the current
period. The Company has focused its efforts on controlling costs while
identifying appropriate sales personnel and resources. These expenses are
expected to increase in 2006 consistent with achieving our revenue goals.


                                      -16-
<PAGE>

GENERAL AND ADMINISTRATIVE EXPENSES:

During the year ended December 31, 2005, we incurred general and administrative
expenses of $434,782 as compared to $687,768 in the prior year, a decrease of
$252,986. The reduction in this category of expenses was due to the elimination
of Richard Feinstein's (our former CFO) and the late Dr. David Ryon's (former
CEO of the Company) allocated expenses in the current period. General and
Administrative Expenses are attributable to compensation, travel, customer
support and infrastructure-related costs. The Company is working diligently to
control costs while focusing on revenue generating activities.

NET LOSS:

The Company continues to improve its performance and reduce its losses. During
fiscal year ended December 31, 2005, we incurred a loss of $414,546 ($.03 per
share) as compared to a loss of $565,424 ($.04 per share) for the year ended
December 31, 2004. This is an improvement of approximately 26%. The Company is
aggressively managing costs while focusing on increased revenues from sales of
systems / software.

LIQUIDITY AND CAPITAL RESOURCES:

As of December 31, 2005, we had cash and cash equivalents of $40,698 and a
working capital deficiency of $439,844 as compared with a cash position of
$4,212 and working capital deficiency of $303,808 in 2004. In comparing FY 2005
with 2004, cash and cash equivalents increased by $36,486 to $40,698; accounts
receivable increased by $51,153 to $112,201 and total current assets increased
by $78,032 to $160,359.

During 2005, our operating activities utilized $231,009 of cash. This arose
primarily from our net loss of $414,546 as adjusted for a non-cash depreciation
addition of $56,274 (netting to $358,272), an increase in accounts receivables
of $51,153 (taking away from cash), and an increase in accounts payable and
accrued expenses of $170,305 (adding to cash). In comparison, during 2004, our
operating activities utilized $459,385 of cash. This arose primarily from our
net loss of $565,424, net increase in non-cash events of $66,522, a decrease in
Accounts Receivable and Prepaid Expenses of $10,180 (an increase in cash) and a
net increase in Accounts Payable, Deferred revenues and Accrued compensation
payable to stockholders of $49,697 (addition to cash).

During 2005 our investing activities used $31,298 of cash, primarily to purchase
equipment placed in service to generate revenue. During 2004, $85,878 was used
for the same purpose.

The above net uses of cash in 2005 were partially offset by our financing
activities which totaled $298,793. This cash was generated by the private
placement of common stock and the proceeds from loans from stockholders which
netted $581,000 and reduced by the repayment of notes on long term debt of
$92,207 and the repayment of loans to stockholders of $190,000. In 2004, the net
use of cash was offset by financing activities which generated a total of
$354,218. This total is the result of positive cash inflow of $417,451 from the
proceeds from notes and long-term debt, loans from stockholders, and private
placement of common stock offset by the repayment of notes payable and long term
debt of $63,233.

In September 2002, we applied for, and received, a line of credit from M & T
Bank, renewable annually, in the amount of $75,000. On December 31, 2005, the
outstanding balance was $59,350.

In January 2004, we closed a five-year contract for the WarpSpeed system with
St. Anthony Community Hospital, Warwick, NY. St. Anthony Community Hospital is a
member of Bon Secours Charity Health System, which owns and operates 32 health
care facilities.


                                      -17-
<PAGE>

In February and March 2004, we borrowed an aggregate of $264,000 from Valley
Commercial Capital, LLC ("Valley"). These loans require aggregate monthly
payments of principal and interest of $8,273 through February 2007 and $4,682 in
March 2007. As of December 31, 2005, the outstanding balances on these loans
aggregated $114,613. Principal payments are approximately $93,453 and $21,160 in
2006 and 2007, respectively.

In December 2004, we borrowed $105,000 from our former Chief Executive Officer,
which will be repaid over 24 months, beginning in January 2007. Principal
payments are $52,500 in 2007 and 2008.

In February 2005, the Company concluded a private placement of its common stock
with each member of its Board of Directors and two key employees. Pursuant to
such transaction, the Company sold an aggregate of 525,000 shares at $.20 per
share, the approximate fair value on the date of closing, resulting in aggregate
proceeds to the Company of $105,000.

In March 2005, the Company signed a contract for the sale of two of its
WarpSpeed RIS/PACS systems to InMed Diagnostic Services of Massachusetts, LLC at
multi-modality imaging centers specializing in women's health care, and one
WarpSpeed system to InMed Diagnostics Services of South Carolina, LLC in
Columbia, South Carolina. The South Carolina site is the largest imaging center
of the InMed affiliates.

In April 2005, the Company concluded a private placement of its common stock
with the Chairman of its Board of Directors. Pursuant to such transaction, the
Company sold an aggregate of 250,000 shares at $.20 per share, the approximate
fair value on the date of closing, resulting in aggregate proceeds to the
Company of $50,000.

In June 2005, the company issued 600,000 shares of its common stock, pursuant to
the exercise of stock options at $.25 per share, resulting in aggregate proceeds
to the Company of $150,000.

In June 2005, the Company received a total of $180,000 in cash as part of a
Bridge Loan Agreement that included the issuance of warrants to purchase 180,000
shares of Common Stock of the Company. $85,000 of these funds came from a member
of the Company's Board of Directors, $85,000 from a related party to another
member of the Company's Board of Directors and $10,000 from Alfus Financial
Services. The five-year warrants have an exercise price of $0.33 per share. The
Bridge Loan has an annual interest rate of 14%, a maturity of 12 months and can
be prepaid upon certain events such as receipt of a certain level of funds from
the InMed Services agreement and gross proceeds of equity financing above
$500,000. This $180,000 Bridge Loan was repaid in it's entirety, including
interest, in September 2005.

In September 2005, the Company received a total of $50,000 in cash as part of a
Bridge Loan Agreement that included the issuance of warrants to purchase 50,000
shares of Common Stock of the Company. All $50,000 of these funds came from a
member of the Company's Board of Directors. The five-year warrants have an
exercise price of $0.33 per share. The Bridge Loan has an annual interest rate
of 14%, a maturity of 12 months and can be prepaid upon certain events such as
receipt of a certain level of funds from the InMed Services agreement and gross
proceeds of equity financing above $500,000.

In December 2005, the Estate of Dr. Ryon loaned the Company an additional
$36,000 under an amendment to the December 2004 promissory note.

We require cash to fund our current operations, meet our current liabilities and
fund our capital expenditures. This includes payments to our officers who had
employment contracts during 2005; payments of existing loans including our line
of credit and two payable notes which call for monthly payments and are detailed
above; and a lease payment of $900 per month pursuant to a five-year lease
commitment ending in September 2007 for our operations center in Kingston, New
York. At times, in order to help in maximizing our working capital, our
directors, officers and employees have contributed to capital or deferred
compensation due under their agreements. It is anticipated, but not assured,
that should the need arise, such contributions or deferrals might be available
to us in the future. Additionally, we have signed an agreement with an
Investment Banking firm to raise equity financing to help support our
anticipated growth. There can be no assurance that such efforts will be
successful.


                                      -18-
<PAGE>

We had employment commitments through December 31, 2005 that required us to pay
minimum annual cash compensation of $150,000 to each of our two executive
officers. Mr. Muradian resigned from the Company in January 2006 and Mr. Edwards
has not renewed his employment contract for 2006.


                                      -19-
<PAGE>

ITEM 7. FINANCIAL STATEMENTS

Financial Statements

                          INDEX TO FINANCIAL STATEMENTS

                                                                            Page

Reports of Independent Registered Public Accounting Firms                     21

Balance Sheet
    December 31, 2005                                                         23

Statements of Operations
    Years Ended December 31, 2005 and 2004                                    24

Statements of Changes in Stockholders' Deficiency
    Years Ended December 31, 2005 and 2004                                    25

Statements of Cash Flows
    Years Ended December 31, 2005 and 2004                                    26

Notes to Financial Statements                                              27-36


                                      -20-
<PAGE>

               REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

To the Board of Directors and Stockholders Image Technology Laboratories, Inc.

We have audited the accompanying balance sheet of Image Technology Laboratories,
Inc. as of December 31, 2005, and the related statements of operations, changes
in stockholders' deficiency and cash flows for the year ended December 31, 2005.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Image Technology Laboratories,
Inc. as of December 31, 2005, and its results of operations and cash flows for
the year ended December 31, 2005, in conformity with accounting principles
generally accepted in the United States of America.

The financial statements referred to above have been prepared assuming that the
Company will continue as a going concern. As further discussed in Notes 1 and 2
to the financial statements, among other things, the Company's operations have
generated recurring losses and negative cash flows from operating activities,
and it had working capital and stockholders' deficiencies at December 31, 2005.
Such matters raise substantial doubt about the Company's ability to continue as
a going concern. Management's plans concerning these matters are described in
Note 1. The accompanying financial statements as of and for the year ended
December 31, 2005 do not include any adjustments that might result from the
outcome of this uncertainty.


                                                           /s/ Berenson LLP

New York, New York
March 24, 2006


                                      -21-
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders
Image Technology Laboratories, Inc.

We have audited the statements of operations, changes in stockholders'
deficiency and cash flows of Image Technology Laboratories, Inc. for the year
ended December 31, 2004. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the results of operations and cash flows of Image
Technology Laboratories, Inc. for the year ended December 31, 2004, in
conformity with accounting principles generally accepted in the United States of
America.

The financial statements referred to above have been prepared assuming that the
Company will continue as a going concern. As discussed in Notes 1 and 2 to the
financial statements, among other things, the Company's operations have
generated recurring losses and negative cash flows from operating activities,
and it had working capital and stockholders' deficiencies at December 31, 2004.
Such matters raise substantial doubt about the Company's ability to continue as
a going concern. Management's plans concerning these matters are described in
Note 1. The accompanying financial statements for the year ended December 31,
2004 do not include any adjustments that might result from the outcome of this
uncertainty.


                                                          /s/ J.H. Cohn LLP

Roseland, New Jersey
April 28, 2005


                                      -22-
<PAGE>

                       IMAGE TECHNOLOGY LABORATORIES, INC.

                                  BALANCE SHEET
                                DECEMBER 31, 2005

<TABLE>
<S>                                                                           <C>
ASSETS
CURRENT ASSETS:
    Cash                                                                      $    40,698
    Accounts receivable                                                           112,201
    Prepaid expenses and other current assets                                       7,460
                                                                              -----------
        TOTAL CURRENT ASSETS                                                      160,359

Equipment and improvements, net                                                   171,257

Rent - Deposit                                                                      1,496
                                                                              -----------
        TOTAL ASSETS                                                          $   333,112
                                                                              ===========
LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES:
    Loan payable to stockholder                                               $    50,000
    Loan: Bank line of credit                                                      59,350
    Current portion of long-term debt                                              93,453
    Current portion of notes payable to stockholders                                3,400
    Accrued Phelps arbitration award                                              130,060
    Accounts payable and accrued expenses                                         210,529
    Accrued compensation payable to stockholders                                   53,411
                                                                              -----------
        TOTAL CURRENT LIABILITIES                                                 600,203

Long-term debt, less current portion                                               21,160
Notes payable to stockholders, less current portion                               141,000
Accrued compensation payable to stockholders, less current portion                 27,072
                                                                              -----------
        TOTAL LIABILITIES                                                         789,435
                                                                              -----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIENCY
    Preferred stock, par value $.01 per share; 5,000,000 shares authorized;
        1,500,000 shares issued and outstanding                                    15,000
    Common stock, par value $.01 per share; 50,000,000 shares authorized;
        15,238,778 shares issued and outstanding                                  152,388
    Additional paid-in capital                                                  3,157,547
    Accumulated deficit                                                        (3,781,258)
                                                                              -----------
        TOTAL STOCKHOLDERS' DEFICIENCY                                           (456,323)
                                                                              -----------
        TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                        $   333,112
                                                                              ===========
</TABLE>

    THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.


                                      -23-
<PAGE>

                       IMAGE TECHNOLOGY LABORATORIES, INC.

                            STATEMENTS OF OPERATIONS
                     YEARS ENDED DECEMBER 31, 2005 AND 2004

<TABLE>
<CAPTION>
                                                            2005            2004
                                                            ----            ----
<S>                                                     <C>             <C>
REVENUE:
    Service                                             $    699,556    $    789,245
    Software license fees                                                    105,000
                                                        ------------    ------------
        TOTAL REVENUE                                        699,556         894,245

COST OF REVENUE                                              130,300         102,629
                                                        ------------    ------------
        GROSS PROFIT                                         569,256         791,616
                                                        ------------    ------------
EXPENSES:
    Research and development                                 403,560         344,622
    Sales and marketing                                      145,460         324,650
    General and administrative  (includes interest           434,782         687,768
    expense of $38,859 for 2005 and $18,760 for 2004)
                                                        ------------    ------------
        TOTAL COST AND EXPENSES                              983,802       1,357,040
                                                        ------------    ------------
NET LOSS                                                $   (414,546)   $   (565,424)
                                                        ============    ============
NET LOSS PER COMMON SHARE:
    Basic and diluted                                   $      (0.03)   $      (0.04)
                                                        ============    ============
AVERAGE NUMBER OF SHARES USED IN COMPUTATION:
    Basic and diluted                                     16,336,038      15,338,642
                                                        ============    ============
</TABLE>

    THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.


                                      -24-
<PAGE>

                       IMAGE TECHNOLOGY LABORATORIES, INC.

                STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY
                     YEARS ENDED DECEMBER 31, 2005 AND 2004

<TABLE>
<CAPTION>
                                   PREFERRED STOCK            COMMON STOCK
                               -----------------------   -----------------------
                                                                                      ADDI-                      TOTAL
                                  NUMBER                   NUMBER                    TIONAL        ACCUMU-       STOCK-
                                    OF                       OF                      PAID-IN        LATED       HOLDERS'
                                  SHARES      AMOUNT       SHARES       AMOUNT       CAPITAL       DEFICIT     DEFICIENCY
                                  ------      ------       ------       ------       -------       -------     ----------
<S>                             <C>         <C>          <C>          <C>          <C>          <C>            <C>
Balance, January 1, 2004        1,500,000   $   15,000   13,751,278   $  137,513   $2,638,305   ($2,801,288)   ($  10,470)

Issuance of common stock
    In Private Placement                                    100,000        1,000       49,000                      50,000
Issuance of common stock
    and options for services                                 12,500          125       19,300                      19,425

Accrued compensation
contributed to capital                                                                159,692                     159,692

Net loss                                                                                           (565,424)     (565,424)
                               ----------   ----------   ----------   ----------   ----------   -----------    ----------
Balance, December 31, 2004      1,500,000       15,000   13,863,778      138,638    2,866,297    (3,366,712)     (346,777)

Issuance of common stock
    in private placement                                    775,000        7,750      147,250                     155,000
    In exercise of options                                  600,000        6,000      144,000                     150,000

Net loss                                                                                           (414,546)     (414,546)
                               ----------   ----------   ----------   ----------   ----------   -----------    ----------
Balance, December 31, 2005      1,500,000   $   15,000   15,238,778   $  152,388   $3,157,547   $(3,781,258)   $ (456,323)
                               ==========   ==========   ==========   ==========   ==========   ===========    ==========
</TABLE>

    THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.


                                      -25-
<PAGE>

                       IMAGE TECHNOLOGY LABORATORIES, INC.

                            STATEMENTS OF CASH FLOWS
                     YEARS ENDED DECEMBER 31, 2005 AND 2004

<TABLE>
<CAPTION>
                                                                            2005          2004
                                                                            ----          ----
<S>                                                                      <C>           <C>
OPERATING ACTIVITIES:
  Net loss                                                               $ (414,546)   $ (565,424)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
      Depreciation and amortization of equipment
        and improvements                                                     56,274        47,097
      Common stock and options issued for services                                         19,425
      Changes in operating assets and liabilities:
        Accounts receivable                                                 (51,153)        5,332
        Prepaid expenses and other current assets                             8,111       (15,512)
        Accounts payable and accrued expenses                               116,894        98,266
        Deferred revenue                                                                  (93,333)
        Accrued compensation payable to stockholders                         53,411        44,764
                                                                         ----------    ----------
          NET CASH USED IN OPERATING ACTIVITIES                            (231,009)     (459,385)
                                                                         ----------    ----------
INVESTING ACTIVITIES - PURCHASE OF EQUIPMENT AND IMPROVEMENTS               (31,298)      (85,878)
                                                                         ----------    ----------
FINANCING ACTIVITIES:
  Proceeds from notes payable and long-term debt                                          262,451
  Repayment of notes payable and long-term debt                             (92,207)      (63,233)
  Proceeds from loans from stockholders                                     276,000       105,000
  Repayments of loans from stockholders                                    (190,000)
  Proceeds from private placement of common stock and exercise of
  stock options                                                             305,000        50,000
                                                                         ----------    ----------
          NET CASH PROVIDED BY FINANCING ACTIVITIES                         298,793       354,218
                                                                         ----------    ----------
          NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS               36,486      (191,045)

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                                  4,212       195,257
                                                                         ----------    ----------
CASH, END OF YEAR                                                        $   40,698    $    4,212
                                                                         ==========    ==========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Interest paid                                                          $   25,498    $   18,760
                                                                         ==========    ==========

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
  Contribution of accrued compensation payable to stockholders to
    Capital                                                              $        0    $  159,692
                                                                         ==========    ==========
</TABLE>

    THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.


                                      -26-
<PAGE>

                       IMAGE TECHNOLOGY LABORATORIES, INC.
                NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED
                           DECEMBER 31, 2005 AND 2004

NOTE 1 - BUSINESS:

Image Technology Laboratories, Inc. (the "Company") was incorporated on December
5, 1997 and commenced operations on January 1, 1998. The Company has developed
software for a single database "Radiology Information System/Picture Archiving
and Communication System", known as RIS/PACS for use in the management of
patient information and medical images by hospitals and diagnostic imaging
centers. The "PACS" portion of the system inputs and stores diagnostic images in
digital format from original imaging sources such as: Computerized Tomography
(CT), Magnetic Resonance Imaging (MRI), Ultrasound, Nuclear Imaging, Digital
Mammography, Digital Fluoroscopy and Radiography.

The "RIS" portion of the system inputs and stores patient demographics, along
with the appropriate insurance, billing and scheduling information required to
complete the patient's visit. All of the data is retained in standard formats,
including the DICOM and HL-7 standards.

The Company obtained its first contract for the sale of its WarpSpeed system and
maintenance services in August 2002. Accordingly, the Company is no longer in
the development stage for accounting purposes, but continues to refine and
enhance the capabilities of its WarpSpeed system.

The Company has incurred recurring losses and negative cash flows from operating
activities since its inception. The Company had cash of $40,698, a working
capital deficiency of $439,844 and a stockholders' deficiency of $456,323 as of
December 31, 2005. Management expects a reduction in the level of such losses
now that sales of the products have commenced. At times, in order to help in
maximizing our working capital, our directors, officers and employees have
contributed to capital or deferred compensation due under their agreements. It
is anticipated, but not assured, that should the need arise, such contributions
or deferrals might be available to us in the future. Additionally, we have
signed an agreement with an Investment Banking firm to raise equity financing to
help support our anticipated growth. There can be no assurance that such efforts
will be successful.

Management believes that as a result of the proceeds from its financing
activities, as well as anticipated cash flow generated by sales of its RIS/PACS
solution, the Company should be able to continue to meet its obligations as they
become due through at least December 31, 2006. Management also believes that if
needed, the Company should be able to obtain additional capital resources from
financing through financial institutions and other unrelated sources and/or
through additional related party loans and private placements. However, there
can be no assurance that the Company's operations will become profitable or that
financing will be available. Accordingly, the accompanying financial statements
do not include any adjustments to reflect the possible future effects on the
recoverability and classification of assets or the amount and classification of
liabilities that may result from the outcome of this uncertainty.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

GOING CONCERN UNCERTAINTY:

As discussed in Note 1, the Company has had continuing losses and negative cash
flow from operating activities since inception. The accompanying financial
statements have been prepared on the basis of accounting principles applicable
to a going concern. Accordingly, they do not give effect to adjustments that
would be necessary should the Company be unable to continue as a going concern
and, therefore, be required to realize its assets and retire its liabilities in
other than the normal course of business and at amounts different from those in
the accompanying financial statements. The Company's ability to continue as a
going concern is dependent upon achieving profitable operations and/or obtaining
additional financing. While management of the Company believes that both
criteria will be achieved, there can be no assurance as to either outcome.
Management's plans as to these matters are discussed further in Note 1.

USE OF ESTIMATES:

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.


                                      -27-
<PAGE>

                       IMAGE TECHNOLOGY LABORATORIES, INC.
                NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED
                           DECEMBER 31, 2005 AND 2004

CASH EQUIVALENTS:

Cash equivalents include all highly liquid investments with an original maturity
of three months or less when acquired. At December 31, 2005, the Company has no
cash equivalents.

REVENUE RECOGNITION:

Revenue from the provision of radiology and imaging services are recognized over
the estimated period during which the applicable services are performed provided
that the fees are fixed and determinable and collection is reasonably assured.
There were no radiology and imaging services in 2005. There were radiology and
imaging services in 2004.

Contracts for the sale of the Company's imaging systems involve multiple
elements including the delivery and installation of software and hardware
products, training and system maintenance. However, the Company cannot allocate
the revenue from such contracts to each element based on the relative fair value
of each element. Accordingly, it recognizes the revenue from a systems contract
ratably over the period during which it is required to provide maintenance or
any other services provided that the fees are fixed and determinable and
collection is reasonably assured.

Any unearned revenue would be included in deferred revenue in the balance sheet.
At December 31, 2005, the Company had no unearned revenue.

The Company derived substantially all of its revenues in both 2005 and 2004 from
a limited number of customers, and all of its accounts receivable are also from
these same few customers. The Company closely monitors the extension of credit
to its customers while maintaining allowances, if necessary, for potential
credit losses. On a periodic basis, the Company evaluates its accounts
receivable and establishes an allowance for doubtful accounts, based on a
history of past write-offs, and collections and current credit conditions.
Management does not believe that significant credit risk exists with respect to
accounts receivable at December 31, 2005.

CONCENTRATIONS OF CREDIT RISK:

Financial instruments which potentially subject the Company to concentrations of
credit risk consist primarily of cash and cash equivalents and accounts
receivable. The Company places its cash and cash equivalents with high-quality
financial institutions. At times, the Company's cash and cash equivalent
balances exceed the insured amount under the Federal Deposit Insurance
Corporation of $100,000.

ACCOUNTS RECEIVABLE:

Accounts receivable are stated at the amount management expects to collect from
the outstanding balances. Management provides for probable uncollectible amounts
through a charge to earnings and a credit to a valuation allowance based upon
its assessment of the current collection status of individual accounts.
Delinquent amounts that are outstanding after management has conducted
reasonable collection efforts are written off through a charge to the valuation
allowance and a credit to accounts receivable. Based on management's review,
there is no need for an allowance for doubtful accounts as of December 31, 2005.

RESEARCH AND DEVELOPMENT COSTS:

For financial reporting purposes, research and development costs are charged to
expense as incurred.

EQUIPMENT AND LEASEHOLD IMPROVEMENTS:

Equipment and leasehold improvements are stated at cost. Depreciation of
equipment is provided using accelerated methods over the estimated useful lives
of the assets, which range from five to seven years. Leasehold improvements are
amortized over the lesser of the estimated useful life of the asset or the term
of the lease.

IMPAIRMENT OF LONG-LIVED ASSETS:

Impairment losses on long-lived assets, such as equipment and improvements, are
recognized when events or changes in circumstances indicate that the
undiscounted cash flows estimated to be generated by such assets are less than
their carrying value and, accordingly, all or a portion of such carrying value
may not be recoverable. Impairment losses are then measured by comparing the
fair value of assets to their carrying amounts.


                                      -28-
<PAGE>

                       IMAGE TECHNOLOGY LABORATORIES, INC.
                NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED
                           DECEMBER 31, 2005 AND 2004

INCOME TAXES:

The Company accounts for income taxes pursuant to the asset and liability method
which requires deferred income tax assets and liabilities to be computed for
temporary differences between the financial statement and tax bases of assets
and liabilities that will result in taxable or deductible amounts in the future
based on enacted tax laws and rates applicable to the periods in which the
differences are expected to affect taxable income. Valuation allowances are
established when necessary to reduce deferred tax assets to the amount expected
to be realized. The income tax provision or credit is the tax payable or
refundable for the period plus or minus the change during the period in deferred
tax assets and liabilities.

NET EARNINGS (LOSS) PER COMMON SHARE:

The Company presents "basic" earnings (loss) per common share and, if
applicable, "diluted" earnings per common share pursuant to the provisions of
Statement of Financial Accounting Standards No. 128, "Earnings per Share" ("SFAS
128"). Basic earnings (loss) per common share is calculated by dividing net
income or loss applicable to common stock by the weighted average number of
common shares outstanding during each period. The calculation of diluted
earnings per common share is similar to that of basic earnings per common share,
except that the denominator is increased to include the number of additional
common shares that would have been outstanding if all potentially dilutive
common shares, such as those issuable upon the exercise of stock options and
warrants, were issued during the period. The rights of the Company's preferred
and common stockholders are substantially equivalent. The Company has included
the 1,500,000 preferred shares outstanding in the weighted average number of
common shares outstanding in the computation of basic loss per share for the
years ended December 31, 2005 and 2004 in accordance with the "two class" method
of computing earnings (loss) per share set forth in SFAS 128.

Since the Company had net losses in 2005 and 2004, the assumed effects of the
exercise of 3,900,000 and 2,150,000 options outstanding at December 31, 2005 and
2004, respectively, were not considered in the computation of loss per share as
they would have been anti-dilutive.


                                      -29-
<PAGE>

                       IMAGE TECHNOLOGY LABORATORIES, INC.
                NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED
                           DECEMBER 31, 2005 AND 2004

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

STOCK OPTIONS:

In accordance with the provisions of Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" ("APB 25"), the Company will
recognize compensation costs as a result of the issuance of stock options to
employees based on the excess, if any, of the fair value of the underlying stock
at the date of grant or award (or at an appropriate subsequent measurement date)
over the amount the employee must pay to acquire the stock. Therefore, the
Company will not be required to recognize compensation expense as a result of
any grants of stock options at an exercise price that is equivalent to or
greater than fair value. The Company has elected to continue to account for
employee stock options using the intrinsic method under APB 25, and by making
that election it is required by Statement of Financial Accounting Standards No.
123 "Accounting for Stock Based Compensation ("SFAS 123") and SFAS 148
"Accounting for Stock Based Compensation-Transition and Disclosure"("SFAS 148")
to provide pro forma disclosures of net loss and loss per share as if a fair
value added method of accounting has been applied.

The pro forma amounts computed as if the Company had elected to recognize
compensation cost for all stock options granted to employees based on the fair
value of the options at the date of grant and the amortization of such cost over
the vesting period as prescribed by SFAS 123 and the related historical amounts
reported in the accompanying 2005 statement of operations are set forth below:

<TABLE>
<CAPTION>
                                                                  2005          2004
                                                               ----------    ----------
<S>                                                            <C>           <C>
Net loss - as reported                                         $ (414,546)   $ (565,424)
Deduct total based employee based compensation expense
  determined under a fair value based method for all awards,
  net of related taxes                                           (148,911)      (30,000)

Net loss - pro forma                                           $ (563,457)   $ (595,424)

Loss Per Share:

Basic loss per share - as reported                             $     (.03)   $     (.04)

Basic loss per share - pro forma                               $     (.03)   $     (.04)
</TABLE>

The fair value of each option granted was estimated as of the date of grant
using the Black-Scholes Option-Pricing-Model with the following weighted average
assumptions:

                                                     2005        2004
                                                     ----        ----
        Expected volatility                         110.0%       99.9%
        Risk-free interest rate                      4.22%        3.5%
        Expected years of option term                  10          10
        Expected dividends                              0%          0%

As a result of amendments to SFAS 123, the Company will be required to expense
the fair value of employee stock options over the vesting period beginning with
its fiscal quarter ending March 31, 2006.


                                      -30-
<PAGE>

                       IMAGE TECHNOLOGY LABORATORIES, INC.
                NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED
                           DECEMBER 31, 2005 AND 2004

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

NEW ACCOUNTING PRONOUNCEMENTS:

In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary
Assets" ("SFAS 153") which amends Accounting Principles Board Opinion No. 29,
"Accounting for Nonmonetary Transactions ("APB 29"). SFAS 153 amends APB 29 to
eliminate the fair-value exception for nonmonetary exchanges of similar
productive assets and replaces it with a general exception for nonmonetary
exchanges that do not have commercial substance. It is effective for nonmonetary
asset exchanges occurring in fiscal periods beginning after June 15, 2005. SFAS
153 is not anticipated to have a material impact on our financial position or
results of operations.

In December 2004, the FASB issued SFAS No. 123(R), "Share-Based Payment," as
subsequently revised in April 2005 ("SFAS 123(R)") which establishes accounting
standards for all transactions in which an entity exchanges its equity
instruments for goods and services. SFAS 123(R) revises SFAS No. 123,
"Accounting for Stock-Based Compensation," supersedes Accounting Principles
Board Opinion No. 25, "Accounting for Stock Issued to Employees" and amends SFAS
No. 95, "Statement of Cash Flows." SFAS 123(R) generally requires the Company to
measure the cost of employee services received in exchange for an award of
equity instruments, including all options granted to employees, based on the
fair value of the award on the date of the grant. SFAS 123(R) requires the fair
value on the grant date to be estimated using either an option-pricing model
which is consistent with the terms of the award or a market observed price, if
such a price exists. The resulting cost must be recognized over the period
during which an employee is required to provide service in exchange for the
award, which is usually the vesting period. The Company has used the intrinsic
value method of accounting for options granted to employees and has not been
required to record any charges related to options granted. For small business
issuers, like the Company, SFAS 123(R) must be adopted no later than the
beginning of the next fiscal year that begins after periods beginning after
December 15, 2005 and the Company expects to adopt SFAS 123(R) on January 1,
2006. We expect that the adoption of SFAS 123(R) will require us to record
charges related to options granted to employees from time to time, but we cannot
determine presently whether those charges will have a material impact on our
results of operations and the related per-share amounts.

In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
Corrections" ("SFAS 154") which replaces APB Opinion No. 20 Accounting Changes
and SFAS No. 3, "Reporting Accounting Changes in Interim Financial Statements -
An Amendment of APB Opinion No. 28". SFAS 154 requires retrospective application
to prior period's financial statement of a voluntary change in accounting
principal unless it is not practical. SFAS 154 is effective for accounting
changes and corrections of errors made in fiscal years beginning after December
15, 2005, and is required to be adopted by the Company in the first quarter of
fiscal 2006. Although the Company will continually evaluate its accounting
policies, management does not currently believe adoption will have a material
impact on the Company's results of operations, cash flows or financial position.


                                      -31-
<PAGE>

                       IMAGE TECHNOLOGY LABORATORIES, INC.
                NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED
                           DECEMBER 31, 2005 AND 2004

NOTE 3 - EQUIPMENT AND IMPROVEMENTS:

Equipment and improvements consist of the following at December 31, 2005:

      Equipment                                          $301,878
      Furniture                                             8,111
      Leasehold improvements                                3,505
                                                         --------
          Total                                           313,494
      Less accumulated depreciation and amortization      142,237
                                                         --------
          Total                                          $171,257
                                                         ========

Depreciation and amortization expense amounted to $56,274 and $47,097 in 2005
and 2004, respectively.

NOTE 4 - NOTES PAYABLE TO STOCKHOLDERS:

During November and December 2004, Dr. David Ryon, the Company's principal
stockholder, President and Chief Executive Officer until his death in December
2004, loaned the Company a total of $105,000. In December 2004, to memorialize
this loan, he executed, as President and Chief Executive Officer, on behalf of
the Company, a demand promissory note payable to himself and bearing interest at
10% per annum. He also executed a security agreement, for himself on behalf of
the Company, granting to himself a security interest in all of the Company's
assets not previously encumbered as security for full payment under the note.
Prior to April 12, 2005, the Company negotiated with the Estate of David Ryon a
24 month payment schedule, beginning in January 2006. The Company's Board of
Directors approved the revised terms of the promissory note on April 12, 2005.

In December 2005, the Estate of Dr. Ryon loaned the Company an additional
$36,000 under an amendment to the December 2004 promissory note and the payment
schedule was renegotiated to begin in January 2007. As of December 31, 2005, the
entire principal amount of $141,000 was outstanding. Principal payments of
$70,500 are required in both 2007 and 2008.

Notes payable to stockholders with a principal balance of $3,400 at December 31,
2005 are non-interest bearing and are due on demand.

In September 2005, the Company received a total of $50,000 in cash as part of a
Bridge Loan Agreement that included the issuance of warrants to purchase 50,000
shares of Common Stock of the Company. All $50,000 of these funds came from a
member of the Company's Board of Directors. The five-year warrants have an
exercise price of $0.33 per share. The Bridge Loan has an annual interest rate
of 14%, a maturity of 12 months and can be prepaid upon certain events such as
receipt of a certain level of funds from the InMed Services agreement and gross
proceeds of equity financing above $500,000.

NOTE 5 - LONG-TERM DEBT:

In February 2004, the Company borrowed $125,000 from Valley Commercial Capital,
LLC ("Valley"). This loan is evidenced by a promissory note, which provides for
interest at 8% per annum and calls for monthly payments of principal and
interest of $3,917 through February 2, 2007. In March 2004, the Company borrowed
an additional $138,997 from Valley, also evidenced by a promissory note, which
provides for interest at 8% per annum and calls for monthly payments of
principal and interest of $4,356 through March 29, 2007. As of December 31,
2005, the outstanding balances on these loans totaled $114,613. Principal
payments of $93,453 and $21,160 are required in 2006 and 2007, respectively. The
loans are secured by equipment owned by the Company located at two customer
sites, and an assignment of a contract with one of these customers. In addition,
the loans are secured by a personal guarantee of the Estate of Dr. Ryon.


                                      -32-
<PAGE>

                       IMAGE TECHNOLOGY LABORATORIES, INC.
                NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED
                           DECEMBER 31, 2005 AND 2004

NOTE 6 - ACCRUED COMPENSATION PAYABLE TO STOCKHOLDERS:

Effective April 9, 2004, the two principal stockholders of the Company
contributed to capital the balance of the amounts of compensation owing to them
at March 31, 2004, an aggregate of $159,692. Such aggregate amount has been
included in additional paid-in capital in the Company's balance sheet at
December 31, 2004. As of December 31, 2004, accrued compensation payable to the
Company's principal stockholder was $27,072. As of December 31, 2005, accrued
compensation payable to stockholders was $80,483, of which $53,411 is a current
liability.

NOTE 7 - STOCKHOLDERS' DEFICIENCY:

PREFERRED STOCK:

As of December 31, 2005, the Company was authorized to issue up to 5,000,000
shares of preferred stock with a par value of $.01 per share. Under the
Company's Articles of Incorporation, the Board of Directors, within certain
limitations and restrictions, can fix or alter preferred stock dividend rights,
dividend rates, conversion rights, voting rights and terms of redemption
including price and liquidation preferences.

PRIVATE PLACEMENT OF COMMON SHARES:

During March 2004, the Company completed a private placement pursuant to which
it sold 100,000 shares of common stock to Robert Carpenter, a member of its
Board of Directors, at $.50 per share (the approximate fair value of the shares
at the time of sale) and received proceeds of $50,000.

In February 2005, the Company concluded a private placement of its common stock
with each member of its Board of Directors and two key employees. Pursuant to
such transaction, the Company sold an aggregate of 525,000 shares at $.20 per
share, the approximate fair value on the date of closing, resulting in aggregate
proceeds to the Company of $105,000.

In April 2005, the Company concluded a private placement of its common stock
with Mr. Edwards, its Chairman of the Board of Directors. Pursuant to such
transaction, the Company sold an aggregate of 250,000 shares at $.20 per share,
the approximate fair valuation on the date of closing, resulting in aggregate
proceeds to the Company of $50,000.

In June 2005, the company issued 600,000 shares of its common stock, pursuant to
the exercise of stock options at $.25 per share, resulting in aggregate proceeds
to the Company of $150,000.

In April 2004, the Company agreed to issue to a financial consultant, acting as
its Chief Financial Officer, 50,000 shares of its common stock as compensation.
Pursuant to the consulting agreement, 25% of such shares vested and were issued
as of April 20, 2004, (the "Effective Date") and 25% of such shares vest and are
to be issued on each of the first, second and third anniversaries of the
Effective Date. Accordingly, the Company recorded a compensation charge of
$10,625 in the second quarter of 2004 for the vested 12,500 shares at $.85 per
share, the closing price of the Company's common stock on the Effective Date. As
a result of the consultant's resignation on January 7, 2005, the Company has no
obligation to issue additional shares.

NOTE 8 - INCOME TAXES:

As of December 31, 2005, the Company had net operating loss carryforward of
approximately $3,700,000 available to reduce future Federal and state taxable
income that will expire at various dates through 2024. The Company's only other
material temporary difference as of that date was approximately $52,000
attributable to accrued officers' compensation. Due to the uncertainties related
to, among other things, the possible future changes in the ownership of the
Company, which could subject those loss carryforwards to substantial annual
limitations, and the extent and timing of its future taxable income, the Company
offset the potential benefits of its deferred tax assets of approximately
$1,480,000 (of which $1,459,000 was attributable to the net operating loss
carryforwards and $21,000 was attributable to the future deductibility of the
officers' compensation) by an equivalent valuation allowance as of December 31,
2005.


                                      -33-
<PAGE>

                       IMAGE TECHNOLOGY LABORATORIES, INC.
                NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED
                           DECEMBER 31, 2005 AND 2004

The Company had also offset the potential benefits of its deferred tax assets of
approximately $1,347,000 (of which $1,336,000 was attributable to the net
operating loss carryforwards and $11,000 was attributable to the future
deductibility of the officers' compensation) and by equivalent valuation
allowances as of December 31, 2004. As a result of the increases in the
valuation allowance of $133,000 and $227,000 in 2005 and 2004, respectively,
there are no benefits for income taxes reflected in the accompanying statements
of operations to offset pre-tax losses.

NOTE 9 - FAIR VALUE OF FINANCIAL INSTRUMENTS:

The Company's financial instruments at December 31, 2005 for which disclosure of
estimated fair value is required by certain accounting standards consisted of
cash, accounts receivable, accounts payable and accrued expenses, notes payable,
notes payable to stockholders and accrued compensation payable to stockholders.
In the opinion of management, cash, accounts receivable, accounts payable and
accrued expenses, and notes payable were carried at fair value because of their
liquidity and short-term maturities. Because of the relationship of the Company
and its stockholders, there is no practical method that can be used to determine
the fair value of the notes payable to stockholders and accrued compensation
payable to stockholders.

NOTE 10 - STOCK OPTION PLAN:

In January 1998, the Company's stockholders ratified Image Technology
Laboratories' Stock Option Plan (the "Plan") whereby options for the purchase of
up to 5,000,000 shares of Image Technology Laboratories' common stock may be
granted to key personnel in the form of incentive stock options and
non-statutory stock options, as defined under the Internal Revenue Code. Key
personnel eligible for these awards include our employees, consultants and
non-employee directors. Under the Plan, the exercise price of all options must
be at least 100% of the fair market value of our common shares on the date of
grant. The exercise price of an incentive stock option granted to an optionee
who holds more than ten percent of the combined voting power of all classes of
stock of Image Technology Laboratories must be at least 110% of the fair market
value on the date of grant. The maximum term of any stock option granted may not
exceed ten years from the date of grant and generally vest over three years.

On January 1, 2000, we granted options under the plan to David Ryon, Carlton T.
Phelps and Lewis M. Edwards, our three founders, for the purchase of a total of
3,000,000 shares of its common stock at $.33 per share, approximately 110% of
the fair market value on the date of grant, which are exercisable through
December 31, 2009. The options for Phelps were cancelled in January 2003 upon
his departure from the Company in accordance with the option agreement. Pursuant
to the Plan, the late Dr. Ryon's options were exercisable, by his designated
beneficiaries, executor or administrator, for up to six months following his
death, i.e. June 8, 2005. The Board of Directors, pursuant to authority granted
to the Board under the Stock Option Plan, reduced the exercise price to $0.25
per share and the estate of Dr. Ryon elected to exercise 600,000 of his options
on June 13, 2005. The remaining 400,000 of Dr. Ryon's options expired and were
cancelled by the Board.

In April 2004, the Company granted options under the plan to Richard L.
Feinstein, a financial consultant who was ITL's Chief Financial Officer, for the
purchase of a total of 12,500 shares of its common stock at $.85 per share, the
fair market value on the date of grant, which were exercisable through April 21,
2014. The options were cancelled in January 2005 upon his resignation from the
Company in accordance with the option agreement.

In May 2004, the Company granted options under the plan to Barry C. Muradian,
then its Chief Operating Officer, for the purchase of a total of 100,000 shares
of its common stock at $.75 per share, the fair market value on the date of
grant, which were exercisable through May 5, 2014. Mr. Muradian resigned from
the Company on January 20, 2006. It is anticipated that Mr. Muradian's options
will be cancelled on or about April 20, 2006.


                                      -34-
<PAGE>

                       IMAGE TECHNOLOGY LABORATORIES, INC.
                NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED
                           DECEMBER 31, 2005 AND 2004

On January 24, 2005, the Company granted options under the plan to several key
employees, for the purchase of 550,000 shares of its common stock at $.20 per
share, its fair market value on the date of grant, which are exercisable through
January 24, 2015.

On April 1, 2005, the Company granted options under the plan to Mr. Muradian,
its Chief Executive Officer, for the purchase of 700,000 shares of its common
stock at $.20 per share, its fair market value on the date of grant, which are
exercisable through April 1, 2015. Mr. Muradian resigned from the Company on
January 20, 2006. It is anticipated that Mr. Muradian's options will be
cancelled on or about April 20, 2006.

On April 14, 2005, the Company granted options under the plan to Mr. Edwards,
its Chairman and Chief Technology Officer, for the purchase of 800,000 shares of
its common stock at $.22 per share, 110% of its the fair market value on the
date of grant, which are exercisable through April 14, 2015.

On May 18, 2005, the Company granted options under the plan to several key
employees, for the purchase of 750,000 shares of its common stock at $0.26 per
share, its fair market value on the date of grant, which are exercisable through
May 18, 2015.

AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUES

The Estate of Dr. Ryon exercised 600,000 options in June 2005. No other options
were exercised by any of the Named Executive Officers during the fiscal year
ended December 31, 2005 or December 31, 2004. Mr. Muradian resigned from the
Company on January 20, 2006 and it is expected that his 800,000 options will be
cancelled on or about April 20, 2006. The value of unexercised options held by
any such persons as of December 31, 2006 was as follows:

      Total number of shares underlying unexercised options        3,900,000
      Exercisable options                                          1,575,000
      Un-exercisable Options                                       2,125,000
      Value of in-the-money options                               $      -0-

The following table summarizes information about stock options outstanding at
December 31, 2005

                       Options Outstanding               Options Exercisable
           ---------------------------------------     ------------------------
                            Weighted
              Number         Average      Weighted        Number       Weighted
Exercise   Outstanding      Remaining      Average     Outstanding      Average
  Price         at         Contractual    Exercise          at         Exercise
  Range    Dec 31, 2005    Life (Years)     Price      Dec 31, 2005      Price
  -----    ------------    ------------     -----      ------------      -----
 $ 0.33      1,000,000         4.1         $ 0.33        1,000,000      $ 0.33
 $ 0.75        100,000         8.6         $ 0.75           25,000      $ 0.75
 $ 0.20        550,000         9.6         $ 0.20          550,000      $ 0.20
 $ 0.20        700,000         9.8         $ 0.20               --      $ 0.20
 $ 0.22        800,000         9.8         $ 0.22               --      $ 0.22
 $ 0.26        750,000         9.9         $ 0.26               --      $ 0.26
           ------------    ------------   --------     ------------    --------
             3,900,000         8.4         $ 0.26        1,575,000      $ 0.29
           ============    ============   ========     ============    ========


                                      -35-
<PAGE>

                       IMAGE TECHNOLOGY LABORATORIES, INC.
                NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED
                           DECEMBER 31, 2005 AND 2004

Upon the resignation of the financial consultant in January 2005, his options
for 50,000 shares at $.85 per share were cancelled. It is anticipated that Mr.
Muradian's total of 800,000 options will be cancelled on or about April 20,
2006.

NOTE 11 - WORKING CAPITAL LOAN AGREEMENT:

During September 2002, the Company entered into a one-year working capital loan
agreement with a financial institution for borrowings of up to $75,000. The
agreement automatically renews annually unless one of the parties gives
appropriate notice for cancellation Outstanding borrowings bear interest payable
monthly at 1% above the prime rate, and are guaranteed by the Estate of the
Company's principal stockholder. At December 31, 2005, there was $59,350
outstanding under this agreement.

NOTE 12 - LEGAL PROCEEDINGS

The Company was party to an arbitration proceeding commenced by Dr. Carlton
Phelps before the American Arbitration Association in New York City. Dr. Phelps,
a former officer and director of the Company claimed that he had been
constructively discharged in violation of his employment agreement by virtue of
a significant diminution of his duties and responsibilities at the Company. He
also claimed that he had been defamed in the Company's public filings when it
was asserted that he had been discharged for cause. The Company denied the
allegations and affirmatively sought the return by Dr. Phelps of some or all of
his stock on the basis of his breach of fiduciary responsibilities. By Opinion
and Award dated February 25, 2004, the Arbitrator determined that Dr. Phelps had
not been constructively discharged, but had voluntarily resigned. As a
consequence, all of Dr. Phelps' claims for monetary awards were dismissed but,
as to the defamation claim, the Company was directed to amend prior filings to
reflect that he was not terminated for cause. The Company's claim for return of
Dr. Phelps's stock was denied. On September 15th 2004, the Arbitrator awarded
attorneys' fees and arbitration expenses totaling $120,810 and $9,250,
respectively to Dr. Phelps. A total of $130,060 has been added to the expenses
in the Company's 2004 Statement of Operations and the liabilities have been
increased by the same amount in the Company's Balance Sheet as of December 31,
2004. The award is reflected as a current liability as of December 31, 2005.

With respect to the Company's arbitration with Dr. Carlton Phelps, Dr. Phelps
commenced a proceeding in New York State Supreme Court, Albany County, to
confirm the arbitrator's award. The Company has opposed confirmation and, in the
alternative, is seeking a modification of the award.

NOTE 13 - COMMITMENTS

The Company is obligated for office space under an operating lease agreement
expiring in September 2007. The minimum annual lease payments are approximately:

Year ending December 31, 2006               $10,200
Year ending December 31, 2007               $ 7,875

Annual rent expense for the years ended December 31, 2005 and 2004 was
approximately $11,900 and $11,400, respectively.

NOTE 14 - SUBSEQUENT EVENTS:

Barry C. Muradian, President, Chief Executive Officer and Principal Accounting
Officer resigned from Image Technology Laboratories on January 20, 2006.

In March 2006, the Estate of Dr. Ryon loaned the Company an additional $22,500
under an amendment to the December 2004 promissory note.


                                      -36-
<PAGE>

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

On June 23, 2005, the Company's Board of Directors elected to discontinue its
engagement of J.H. Cohn as the Company's independent registered accounting firm
and auditors.

On March 3, 2006, the Company's Board of Directors elected to engage Berenson
LLP to act as the Company's new independent registered accounting firm and
auditors.

ITEM 8A. CONTROLS AND PROCEDURES.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

We carried out an evaluation under the supervision and with the participation of
our management, including our Chief Executive Officer who is our Principal
Accounting Officer, of the design and effectiveness of our disclosure controls
and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), as of the end of the
period covered by this report. Based on the evaluation of our disclosure
controls and procedures, our Chief Executive Officer who is our Principal
Accounting Officer has concluded that, as of the end of the period covered by
this report, our disclosure controls and procedures were effective. It should be
noted that the design of any system of controls is based in part upon certain
assumptions about the likelihood of future events, and can therefore only
provide reasonable, not absolute, assurance that the design will succeed in
achieving its stated goals.

CHANGES IN INTERNAL CONTROLS

There were no significant changes in our internal controls over financial
reporting during the fourth quarter of the year ended December 31, 2005 that
materially affected, or are reasonably likely to materially affect, our internal
controls over financial reporting.

ITEM 8B, OTHER INFORMATION

None.


                                      -37-
<PAGE>

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS, COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT

SECTION 16(A) REPORTING

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the
Company's directors and executive officers, and persons who own more than ten
percent of a registered class of the Company's Common Stock, to file with the
Securities and Exchange Commission initial reports of ownership and reports of
changes in ownership of the Common Stock of the Company. Officers, directors and
greater-than-ten-percent stockholders are required by SEC regulations to furnish
the Company with copies of all Section 16(a) forms they file. To the Company's
knowledge, based solely on review of the copies of such reports furnished to the
Company and written representations that no other reports were required, during
the fiscal year ended December 31, 2005, all Section 16(a) filing requirements
applicable to its officers and directors have been complied with.

CODE OF ETHICS

We have adopted a code of ethics that applies to our executive officers, a copy
of which has been filed with this report on Form 10-KSB as Exhibit 13. Persons
who would like a copy of such code of ethics may receive one without charge upon
request made to Investor Relations, Image Technology Laboratories, Inc., 602
Enterprise Drive, Kingston, New York 12401.

Image Technology Laboratories has not paid any compensation to its directors or
executive officers from its inception through December 31, 1999. Upon their
appointment to the Board in April 2002, the Company agreed to issue 10,000
shares of the Company's common stock to each of Messrs. Norell, Carpenter and
Naccarato in consideration for their serving as directors.

All directors of Image Technology Laboratories hold office until the next annual
meeting of shareholders or until their successors are elected and qualified. At
present, Image Technology Laboratories' Bylaws provide for not less than one
director nor more than fifteen. Currently, there are four directors of Image
Technology Laboratories. The Bylaws permit the Board of Directors to fill any
vacancy and such director may serve until the next annual meeting of
shareholders or until his successor is elected and qualified. Officers serve at
the discretion of the Board of Directors. There are no family relationships
among any officers or directors of Image Technology Laboratories, Inc.

LEWIS M. EDWARDS, 51, is a founder and principal stockholder of Image Technology
Laboratories, Inc. and a co-developer of WarpSpeed. He was appointed to the
Board of Directors and elected by the Board to serve as the Company's Vice
President of Research and Development and Chief Technology Officer in December
1997. Mr. Edwards was promoted to Executive Vice-President of Research and
Development and Chairman of the Board of Directors in December 2004. Mr. Edwards
has served as a Senior Technical Staff Member at IBM since 1993, having joined
IBM as a junior engineer in 1976. He was an architect and lead software designer
for IBM's RS/6000 SP, a massive parallel processor. From 1982 to 1993 he served
as the head of engineering for Graphic Systems Labs, a CAD/CAM Independent
Business Unit start-up company within IBM. He is a member of the IEEE and ACM
professional societies. He has provided computer and network consulting services
to Boeing, General Motors, Chrysler, Ford and the Federal government's FAA and
ATC teams. He holds a Bachelor of Science in Electrical Engineering magna cum
laude from Princeton University and an Master of Science in Computer Engineering
from Syracuse University.


                                      -38-
<PAGE>

RICHARD V. NORELL, 60, was appointed to our Board of Directors in April 2002.
Since 1995 he has served as a consultant in securities law compliance matters,
after being employed 26 years with the U.S. Securities and Exchange Commission,
Washington, D.C. in the Division of Enforcement, from 1972 to 1995. Mr. Norell
acted as the Division's Chief of Market Surveillance overseeing the Division's
investigators and financial analysts. In addition to implementing programs for
detecting securities fraud and improper conduct, Mr. Norell advised the Director
of the Division concerning policy issues and emerging problems in the securities
industry. Mr. Norell graduated American University, Washington, D.C. with an MBA
in Investment Analysis, University of Rochester, Rochester, N.Y. Bachelor of
Arts, in Economics. Mr. Norell currently resides in Great Falls, VA.

ROBERT G. CARPENTER, 68, was appointed to our Board of Directors in April 2002.
Mr. Carpenter brings extensive business experience from a career spanning over
30 years in a succession of executive management positions overseeing
technology, engineering, marketing and business development at Bell Research
Labs in NJ, IBM Yorktown Heights Research Center, and IBM Development Labs in
Kingston and Poughkeepsie, NY. Retired from IBM in 1991, Mr. Carpenter currently
serves as Chief Engineering Liaison on a $6.7 million water facilities project
in the County of Ulster, NY. Mr. Carpenter resides in Saugerties, NY.

JOHN J. NACCARATO, 73, was appointed to our Board of Directors in April 2002. He
served for 26 years as District Representative to the late United States
Congressman Hamilton Fish, Jr., with oversight responsibility for three District
offices, under the direct supervision of Congressman Fish. From 1988 to the
present, Mr. Naccarato has held the office of Ulster County Legislator, serving
on Mental Health and Ways and Means committees, and chairing the Criminal
Justice / Public Safety Committee. A former President of the Central
Businessmen's Association, Mr. Naccarato serves on the Ulster County Community
Action Board, United Way Board, City of Kingston Board of Assessment, and the
board of the Catskill Regional OTB Corporation. Mr. Naccarato currently resides
in Kingston, NY.

                         NON-DIRECTOR EXECUTIVE OFFICERS

BARRY MURADIAN, 50, was President, Chief Executive Officer and Principal
Accounting Officer of Image Technology Laboratories, Inc. since December 2004
until his resignation in January 2006. Mr. Muradian was formerly Vice President
and Chief Operating Officer of Image Technology Laboratories since May 2004. Mr.
Muradian came to ITL from IDX Systems, where he developed and led the Imaging
Specialist team as IDX launched their RIS/PACS offering. Prior to IDX, Mr.
Muradian was responsible for PACS, image management and networking systems in
the northeast for General Electric Medical Systems IT (RIS/PACS). Mr. Muradian
has successfully contributed to, or led teams that have contributed over $50
million in RIS/PACS sales. He is a graduate of the Johns Hopkins University and
attended American University Graduate School of Business.


                                      -39-
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION

The following table sets forth information for each of the Company's fiscal
years ended December 31, 2005 and 2004 concerning compensation of (i) all
individuals serving as the Company's Chief Executive Officer during the fiscal
year ended December 31, 2005 and (ii) each other executive officer of the
Company whose total annual salary and bonus equaled or exceeded $100,000 in the
fiscal year ended December 31, 2005:

Annual Compensation

<TABLE>
<CAPTION>
                                                 OTHER                                  ALL OTHER
NAME AND PRINCIPAL POSITION            YEAR    SALARY ($)   BONUS ($)   ($) ANNUAL   COMPENSATION (S)
---------------------------            ----    ----------   ---------   ----------   ----------------
<S>                                    <C>      <C>            <C>           <C>           <C>
Lewis M. Edwards                       2005     $150,000       $ 0                         (1)
Chairman, Executive Vice-President,    2004     $150,000       $ 0
Chief Technical Officer

Barry C. Muradian (2)                  2005     $150,000       $ 0                         (1)
President and Chief                    2004     $ 79,252       $ 0
   Executive Officer

David Ryon  (3)                        2005
Chairman, President and Chief          2004     $128,750       $ 0
   Executive Officer
</TABLE>

(1)   See "Option Grants in Last Fiscal Year" below
(2)   Mr. Muradian joined the Company in May 2004 as Chief Operating Officer and
      was appointed President and Chief Executive Officer in December 2004 and
      Principal Accounting Officer in January 2005. Mr. Muradian resigned from
      the Company in January 2006
(3)   Ryon passed away on December 8, 2004 and was compensated through that
      date.

EMPLOYMENT AGREEMENTS

Barry C. Muradian, pursuant to an employment agreement dated May 5 2004 for a
period of four years, was engaged as President, Chief Executive Officer and
Principal Accounting Officer of Image Technology Laboratories through December
31, 2005. Mr Muradian resigned from the Company in January 2006. He had been
provided with the following:

-     a minimum annual base salary of $150,000 payable in regular equal
      installments in accordance with our general payroll practices.

-     an annual performance bonus at the end of each calendar year as determined
      in good faith by the Board based upon its annually established goals.

-     participation in all retirement plans, health and other group insurance
      programs, stock option plans and other fringe benefit plans which we may
      now or hereafter in the Board of Directors' discretion make available
      generally to its executives or employees.


                                      -40-
<PAGE>

-     term life insurance in the amount of $300,000, short-term and long-term
      disability insurance in the amount of not less than 60% of base salary,
      unless such insurance is not available at commercially reasonable rates.

Lewis M. Edwards, pursuant to an employment agreement renewal for one year
effective January 1 2005, is engaged as Executive Vice President and Chief
Technical Officer through December 31, 2005. Mr. Edwards has not renewed his
employment agreement for 2006. He has been provided with the following:

-     a minimum annual base salary of $150,000 payable in regular equal
      installments in accordance with our general payroll practices.

-     an annual performance bonus at the end of each calendar year as determined
      in good faith by the Board based upon its annually established goals.

-     participation in all retirement plans, health and other group insurance
      programs, stock option plans and other fringe benefit plans which we may
      now or hereafter in the Board of Directors' discretion make available
      generally to its executives or employees.

-     term life insurance in the amount of $300,000, short-term and long-term
      disability insurance in the amount of not less than 60% of base salary,
      unless such insurance is not available at commercially reasonable rates.

                        OPTION GRANTS IN LAST FISCAL YEAR

The following table sets forth certain information regarding stock options
granted to the Named Executive Officers during 2005. We have never granted any
stock appreciation rights.

<TABLE>
<CAPTION>
                           NUMBER OF       PERCENT OF TOTAL
                          SECURITIES      OPTIONS GRANTED TO
                          UNDERLYING       EMPLOYEES IN 2005      EXERCISE       EXPIRATION
NAME                    OPTIONS GRANTED      (2) PRICE PER      SHARE(S) (1)        DATE
---------------------   ---------------   ------------------    ------------   -------------
<S>                         <C>                   <C>               <C>        <C>
Lewis M. Edwards            800,000               29%               $0.22      April 1, 2015
Barry C. Muradian (3)       700,000               25%               $0.20      April 1, 2015
</TABLE>

      (1)   Each option represents the right to purchase one share of common
            stock. The options shown in this table were all granted under our
            Stock Option Plan.

      (2)   In the year ended December 31, 2005, we granted options to employees
            to purchase an aggregate of 2,800,000 shares of common stock.

      (3)   Mr. Muradian resigned from the Company on January 20, 2006. It is
            anticipated that a total of 775,000 options will be cancelled on or
            about April 20, 2006 in accordance with provisions of our Stock
            Option Plan.


                                      -41-
<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

The following table sets forth, as of April 10, 2006, the number of shares of
the Company's common stock (the "Common Stock") beneficially owned by all
persons known to be holders of more than five percent (5%) of the Common Stock
and by all executive officers and directors of the Company individually and as a
group.

<TABLE>
<CAPTION>
                                                                   AMOUNT AND NATURE OF
                                                                   BENEFICIAL OWNERSHIP        PERCENT OF OUTSTANDING
NAME AND ADDRESS OF BENEFICIAL OWNER        TITLE OF CLASS        AS OF APRIL 10, 2006(1)        SHARES IN CLASS (2)
---------------------------------------------------------------------------------------------------------------------
<S>                                         <C>                           <C>                           <C>
EXECUTIVE OFFICERS AND DIRECTORS

Lewis M. Edwards
TechCity
602 Enterprise Drive
Kingston, New York  12401                   Common Stock                  3,879,583                     25.46%
---------------------------------------------------------------------------------------------------------------------
                                            Preferred Stock                 500,000                     33.33%
---------------------------------------------------------------------------------------------------------------------
Richard V. Norell
TechCity
602 Enterprise Drive
Kingston, New York  12401                   Common Stock                    340,500                      2.23%
---------------------------------------------------------------------------------------------------------------------
Robert G. Carpenter
TechCity
602 Enterprise Drive
Kingston, New York  12401                   Common Stock                    395,000                      2.59%
---------------------------------------------------------------------------------------------------------------------
John J. Naccarato
TechCity
602 Enterprise Drive
Kingston, New York  12401                   Common Stock                     70,000                         *
---------------------------------------------------------------------------------------------------------------------
Barry Muradian
TechCity
602 Enterprise Drive
Kingston, New York  12401                   Common Stock                         --                         *
---------------------------------------------------------------------------------------------------------------------
ALL OFFICERS AND DIRECTORS AS A GROUP

                                            Common Stock                  4,685,083                     30.74%
---------------------------------------------------------------------------------------------------------------------
                                            Preferred Stock                 500,000                     33.33%
---------------------------------------------------------------------------------------------------------------------
GREATER THAN 5% SHAREHOLDERS

Valerie McDowell (3)
1122 Barnegat Lane
Mantoloking, New Jersey 08738               Common Stock                  3,864,584                     25.36%
---------------------------------------------------------------------------------------------------------------------
                                            Preferred Stock                 500,000                     33.33%
---------------------------------------------------------------------------------------------------------------------
Carlton T. Phelps, M.D.
29 Old Niskayuna Road
Loudonville, NY  12211                      Common Stock                  2,309,583                     15.16%
---------------------------------------------------------------------------------------------------------------------
                                            Preferred Stock                 500,000                     33.33%
---------------------------------------------------------------------------------------------------------------------
</TABLE>


                                      -42-
<PAGE>

(1)   Includes for Mr. Edwards, options to purchase 1,100,000 shares of common
      stock exercisable within 60 days, and warrants for Mr. Carpenter to
      purchase 135,000 shares of common stock.

(2)   Based upon 15,238,778 shares of common stock and 1,500,000 shares of
      preferred stock outstanding.

(3)   Valerie McDowell is the wife of Dr. Ryon. Dr. Ryon passed away on December
      8, 2004

The Company is not aware of any arrangements, including any pledge by any person
of securities of the Company, the operation of which may, at a subsequent date,
result in a change in control of the Company.

ITEM 12, CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In April 2004, we issued 100,000 shares of our common stock to Mr. Robert G.
Carpenter, a member of our Board of Directors, for a purchase price of $0.50 per
share, or a total of $50,000, in a transaction exempt from registration pursuant
to Section 4 (2) of the Securities Act of 1933, as amended.

In February 2005, we issued 100,000 shares of our common stock to Mr. Robert G.
Carpenter, a member of our Board of Directors, for a purchase price of $0.20 per
share, or a total of $20,000, in a transaction exempt from registration pursuant
to Section 4 (2) of the Securities Act of 1933, as amended.

In February 2005, we issued 100,000 shares of our common stock to Mr. Lewis M.
Edwards, the Chairman of our Board of Directors, for a purchase price of $0.20
per share, or a total of $20,000, in a transaction exempt from registration
pursuant to Section 4 (2) of the Securities Act of 1933, as amended.

In February 2005, we issued 25,000 shares of our common stock to Mr. John
Naccarato, a member of our Board of Directors, for a purchase price of $0.20 per
share, or a total of $5,000, in a transaction exempt from registration pursuant
to Section 4 (2) of the Securities Act of 1933, as amended.

In February 2005, we issued 100,000 shares of our common stock to Mr. Richard
Norrell, a member of our Board of Directors, for a purchase price of $0.20 per
share, or a total of $20,000, in a transaction exempt from registration pursuant
to Section 4 (2) of the Securities Act of 1933, as amended.

In February 2005, we issued 100,000 shares of our common stock to Mr. Gregory D.
Laib, a key employee, for a purchase price of $0.20 per share, or a total of
$20,000, in a transaction exempt from registration pursuant to Section 4 (2) of
the Securities Act of 1933, as amended.

In February 2005, we issued 100,000 shares of our common stock to Mr. Jonathon
Kaufman, a key employee, for a purchase price of $0.20 per share, or a total of
$20,000, in a transaction exempt from registration pursuant to Section 4 (2) of
the Securities Act of 1933, as amended.

In April 2005, the Company concluded a private placement of its common stock
with Mr. Lewis M. Edwards, the Chairman of its Board of Directors. Pursuant to
such transaction, the Company sold an aggregate of 250,000 shares at $.20 per
share, the approximate fair value on the date of closing, resulting in aggregate
proceeds to the company of $50,000.


                                      -43-
<PAGE>

During April 2005, a related party to a member of the Company's Board of
Directors loaned the Company an aggregate of $20,000. The entire amount was
repaid, including interest of $500, during the same month.

In June 2005, the company issued 600,000 shares of its common stock, pursuant to
the exercise of stock options at $.25 per share, resulting in aggregate proceeds
to the Company of $150,000.

In June 2005, the Company received a total of $180,000 in cash as part of a
Bridge Loan Agreement that included the issuance of warrants to purchase 180,000
shares of Common Stock of the Company. $85,000 of these funds came from a member
of the Company's Board of Directors, $85,000 from a related party to another
member of the Company's Board of Directors and $10,000 from Alfus Financial
Services. The five-year warrants have an exercise price of $0.33 per share. The
Bridge Loan has an annual interest rate of 14%, a maturity of 12 months and can
be prepaid upon certain events such as receipt of a certain level of funds from
the InMed Services agreement and gross proceeds of equity financing above
$500,000. This $180,000 Bridge Loan was repaid in it's entirety, including
interest, in September 2005.

In September 2005, the Company received a total of $50,000 in cash as part of a
Bridge Loan Agreement that included the issuance of warrants to purchase 50,000
shares of Common Stock of the Company. All $50,000 of these funds came from a
member of the Company's Board of Directors. The five-year warrants have an
exercise price of $0.33 per share. The Bridge Loan has an annual interest rate
of 14%, a maturity of 12 months and can be prepaid upon certain events such as
receipt of a certain level of funds from the InMed Services agreement and gross
proceeds of equity financing above $500,000.

In December 2005, the Estate of Dr. Ryon loaned the Company an additional
$36,000 under an amendment to the December 2004 promissory note.


                                      -44-
<PAGE>

ITEM 13. EXHIBITS

Refer to the list of Exhibits, which are being filed as a part of this report.

A. EXHIBITS

EXHIBIT NO.  DESCRIPTION
-----------  -------------------------------------------------------------------
   3.1*      Certificate of Incorporation of Image Technology Laboratories, Inc.
   3.2*      Certificate of Amendment to Certificate of Incorporation of Image
             Technology Laboratories, Inc. dated December 23, 1999
   3.3*      By-Laws of Image Technology Laboratories, Inc.
   4.1*      Specimen certificate for common stock of Image Technology
             Laboratories, Inc.
   4.2*      Specimen certificate for preferred stock of Image Technology
             Laboratories, Inc.
   4.3*      Form of Private Placement Warrant
   4.4*      Form of Investor Warrant
   4.5*      Form of Oakes Warrant
   4.6*      Form of Subscription Agreement

   10.1*     Image Technology Laboratories, Inc. 1998 Stock Option Plan
   10.2*     Stockholders Agreement dated January 16, 1998 among certain
             investors and Image Technology Laboratories, Inc.
   10.3*     Form of Registration Rights Agreement dated February 2000 among
             certain stockholders of Image Technology Laboratories, Inc. and
             Image Technology Laboratories, Inc.
   10.4*     Assignment of Intellectual Property Agreement dated as of
             December 18, 1997 between Image Technology Laboratories, Inc. and
             David Ryon, M. D., Carlton T. Phelps, M. D. and Lewis M. Edwards.
   10.5*     Form of Facility Usage and Equipment Lease Agreement by and
             between Mid Rockland Imaging and Image Technology Laboratories,
             Inc. dated January 12, 1998
   10.6*     Form of Employment Agreement dated December 21, 1999 between
             Image Technology Laboratories, Inc. and David Ryon, M. D.
   10.7*     Form of Employment Agreement dated December 21, 1999 between
             Image Technology Laboratories, Inc. and Carlton T. Phelps, M. D.
   10.8*     Form of Employment Agreement dated December 21, 1999 between
             Image Technology Laboratories, Inc. and Lewis M. Edwards
   10.9      Form of Employment Agreement dated May 5, 2004 between
             Image Technology Laboratories, Inc. and Barry C. Muradian
   13        Code of Ethics
   31.1      Certification of Chief Executive Officer required by Rule
             13a-14(a)/15d-14(a) under the Exchange Act
   32.1      Certification of Chief Executive Officer pursuant to 18 U.S.C.
             Section 1350, as adopted pursuant to Section 906 of
             Sarbanes-Oxley Act of 2002

*     Filed with amendment no. 1 to registration statement (No.333-336787) on
      June 6, 2000.
**    Filed with amendment no. 2 to registration statement (No. 333-336787) on
      July 27, 2000.


                                      -45-
<PAGE>

ITEM 14. PRINCIPAL ACCOUNTANTS' FEES AND SERVICES

AUDIT FEES

For the fiscal year ended 2005, our former Independent Registered Public
Accounting Firm, J. H. Cohn LLP, charged aggregate fees of $34,500 for the audit
of our annual financial statements and 10-KSB.

For the fiscal year ended 2004, our former Independent Registered Public
Accounting Firm, J. H. Cohn LLP, charged aggregate fees of $27,870 for the audit
of our annual financial statements and 10-KSB, and charged aggregate fees of
$20,185 for the review of the financial statements included in our quarterly
10-QSB reports.

AUDIT RELATED FEES

For the fiscal year ended 2005 our former Independent Registered Public
Accounting Firm, J. H. Cohn LLP charged aggregate fees of $1,557 for work
related to the audit of our annual financial.

For the fiscal year ended 2004 our former Independent Registered Public
Accounting Firm, J. H. Cohn LLP, charged aggregate fees of $1,331 for work
related to the audit of our annual financial.

TAX FEES:

For the fiscal year ended 2005, our Independent Registered Public Accounting
Firm, J.H. Cohn LLP, charged aggregate fees of $0 for tax services.

For the fiscal year ended 2004, our former Independent Registered Public
Accounting Firm, J.H. Cohn LLP, charged aggregate fees of $3,610 for tax
services.

ALL OTHER FEES:

For the fiscal year ended 2005, our former Independent Registered Public
Accounting Firm, J.H. Cohn LLP, charged $1,016 for an 8-K Exhibit 16 Letter.

For the fiscal year ended 2004, our former Independent Registered Public
Accounting Firm, J.H. Cohn LLP, did not charge us for any other services.


                                      -46-
<PAGE>

                              S I G N A T U R E S

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                       IMAGE TECHNOLOGY LABORATORIES, INC.


                                            By: /s/ Lewis M. Edwards
                                            ------------------------
                                            Lewis M. Edwards,
                                            Chief Technology Officer and
                                            Principal Accounting Officer

      Date: April 15, 2006

Pursuant to the requirements of the securities Exchange Act of 1934, this report
has been signed by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.

        Signature                          Title                      Date
------------------------       ----------------------------      --------------


/s/ Lewis M. Edwards           Chairman, Board of Directors      April 15, 2006
------------------------
Lewis M. Edwards


/s/ Robert Carpenter           Director                          April 15, 2006
------------------------
Robert Carpenter


/s/ John Naccarato             Director                          April 15, 2006
------------------------
John Naccarato


/s/ Richard Norrell            Director                          April 15, 2006
------------------------
Richard Norrell


                                      -47-