SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(MARK ONE)

[X]           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 2003

                                       Or

[ ]           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

              For the transition period from ________ to _________

                         COMMISSION FILE NUMBER 0-25413

                       INTERNATIONAL IMAGING SYSTEMS, INC.
        (Exact name of Small Business Issuer as Specified in its Charter)

                 DELAWARE                                 65-0854589
       (State or Other Jurisdiction                      (IRS Employer
     of Incorporation or Organization)                Identification No.)

                6689 N.W. 16th Terrace, Fort Lauderdale, FL 33309
                    (Address of Principal Executive Offices)

                                 (954) 978-9090
                (Issuer's Telephone Number, Including Area Code)

      A.M.S. MARKETING, INC. 7040 W. PALMETTO PARK ROAD, BUILDING 4, # 572
                              BOCA RATON, FL 33433
          (Former Name and Former Address of Issuer Since Last Report)

Check whether the issuer (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 [ ]


                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: As of October 31, 2003 the Registrant
had 5,856,200 shares of Common Stock outstanding.

            Transmittal Small Business Disclosure Format (check one)

Yes [ ] No [X]

<PAGE>

                       INTERNATIONAL IMAGING SYSTEMS, INC.

                                   FORM 10-QSB
                    For the Quarter Ended September 30, 2003

<TABLE>
<CAPTION>
                                                                                                    Page
                                           Index                                                   Number
<S>                 <C>                                                                              <C>
PART I              FINANCIAL INFORMATION

Item 1              Consolidated Balance Sheet at September 30, 2003                                   3

                    Consolidated Statements of Operations for the nine months and three months
                           ended September 30, 2003 and September 30, 2002                             4

                    Consolidated Statements of Cash Flows for the nine months
                           ended September 30, 2003 and September 30, 2002                             5

                    Notes to Consolidated Financial Statements                                         6

Item 2              Management's Discussion and Analysis or Plan of Operation                         14

Item 3              Controls and Procedures                                                           17

PART II

Item 1              Legal Proceedings                                                                 18
Item 2              Changes in Securities                                                             18
Item 3              Defaults Upon Senior Securities                                                   18
Item 4              Submission of Matters to a Vote of Security Holders                               19
Item 5              Other Information                                                                 19
Item 6              Exhibits and Reports on Form 8-K                                                  19

Signatures                                                                                            19

Certifications                                                                                        20

Exhibit 99.1        Certification of Principal Executive and Financial Officer                        21
</TABLE>
<PAGE>

                       INTERNATIONAL IMAGING SYSTEMS, INC.
                      (SUCCESSOR TO A.M.S. MARKETING, INC.)
                           CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 2003
                                   (UNAUDITED)


                                     ASSETS

CURRENT ASSETS:

    Cash and Cash Equivalents                                           $ 39,020
    Accounts Receivable - Trade                                          386,568
    Inventories                                                          349,947
                                                                        --------
        TOTAL CURRENT ASSETS                                             775,535

PROPERTY AND EQUIPMENT                                                   182,464

OTHER ASSETS:
    Security Deposits                                                      3,700
                                                                        --------

TOTAL ASSETS                                                            $961,699
                                                                        ========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
    Notes and Loans Payable - Current Portion                           $149,769
    Accounts Payable - Trade                                             319,133
    Accrued Expenses                                                      26,477
    Income Taxes Payable                                                   2,397
    Customer Deposits                                                     10,321
                                                                        --------
        TOTAL CURRENT LIABILITIES                                        508,097

NOTES AND LOANS PAYABLE - Non-Current                                    354,252
                                                                        --------

TOTAL LIABILITIES                                                        862,349
                                                                        --------


SHAREHOLDERS' EQUITY:
    Preferred Stock - $.001 Par Value - 1,000,000 Shares
        Authorized; -0- Shares Issued and Outstanding                         --
    Common Stock - $.001 Par Value - 29,000,000 Shares
        Authorized; 5,856,200 Shares Issued and Outstanding                5,856
    Additional Paid-In Capital                                            82,484
    Retained Earnings                                                     11,010
                                                                        --------
        TOTAL SHAREHOLDERS' EQUITY                                        99,350
                                                                        --------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                              $961,699
                                                                        ========

See accompanying notes to consolidated financial statements.


                                      -3-
<PAGE>

                       INTERNATIONAL IMAGING SYSTEMS, INC.
                      (SUCCESSOR TO A.M.S. MARKETING, INC.)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
         NINE MONTHS AND THREE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                       NINE MONTHS ENDED            THREE MONTHS ENDED
                                          SEPTEMBER 30,                SEPTEMBER 30,
                                   --------------------------   --------------------------
                                       2003          2002(1)        2003           2002
                                   ------------   -----------   ------------   -----------
<S>                                <C>           <C>            <C>            <C>
NET SALES                          $ 2,541,439   $   140,588    $   865,244    $   140,588

COST OF GOODS SOLD                   1,650,040       113,938        567,839         92,626
                                   -----------   -----------    -----------    -----------
GROSS PROFIT                           891,399        26,650        297,405         47,962

GENERAL AND ADMINISTRATIVE
   EXPENSES                            878,326        94,161        319,528         63,510
                                   -----------   -----------    -----------    -----------
INCOME (LOSS) BEFORE
   INCOME TAXES                         13,073       (67,511)       (22,123)       (15,548)

INCOME TAXES                             2,397            --         (5,253)            --
                                   -----------   -----------    -----------    -----------
NET INCOME (LOSS)                  $    10,676   $   (67,511)   $   (16,870)   $   (15,548)
                                   ===========   ===========    ===========    ===========
BASIC EARNINGS (LOSS)
   PER SHARE                       $      .002   $     (.012)   $     (.003)   $     (.003)
                                   ===========   ===========    ===========    ===========
DILUTED EARNINGS (LOSS)
   PER SHARE                       $      .002   $     (.012)   $     (.003)   $     (.003)
                                   ===========   ===========    ===========    ===========
WEIGHTED AVERAGE NUMBER
   OF COMMON SHARES
   OUTSTANDING:
      Basic                          5,856,200     5,813,900      5,856,200      5,813,900
                                   -----------   -----------    -----------    -----------
      Diluted                        6,446,230     5,813,900      5,856,200      5,813,900
                                   -----------   -----------    -----------    -----------
</TABLE>

(1)   Amounts represent activity from inception (June 7, 2002) through September
      30, 2002.

See accompanying notes to consolidated financial statements.


                                      -4-
<PAGE>

                       INTERNATIONAL IMAGING SYSTEMS, INC.
                      (SUCCESSOR TO A.M.S. MARKETING, INC.)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
                                   (UNAUDITED)


                                                              SEPTEMBER 30,
                                                         -----------------------
                                                            2003        2002(1)
                                                         ---------    ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net Income (Loss)                                     $  10,676    $ (67,511)
   Adjustments to Reconcile Net Income (Loss)
      to Net Cash (Used) by Operating Activities:
         Depreciation and Amortization                      32,161       10,000
   Change in Operating Assets and Liabilities:
         Accounts Receivable - Trade                      (168,398)     (34,898)
         Loans Receivable - Officers                         2,769      (12,662)
         Inventories                                      (185,240)     (54,238)
         Security Deposits                                      --       (3,700)
         Accounts Payable - Trade                           36,987       73,111
         Accrued Expenses                                    3,057       16,200
         Customer Deposits                                    (784)      48,971
         Income Taxes Payable                                2,397           --
                                                         ---------    ---------
            NET CASH (USED) BY OPERATING
               ACTIVITIES                                 (266,375)     (24,727)
                                                         ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Expenditures for Property and Equipment                 (20,203)    (156,855)
                                                         ---------    ---------
            NET CASH (USED) BY INVESTING
               ACTIVITIES                                  (20,203)    (156,855)
                                                         ---------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Equity Contributions from Members                            --       85,106
   Proceeds from Borrowings                                982,436       97,934
   Repayment from Borrowings                              (660,700)          --
                                                         ---------    ---------
            NET CASH PROVIDED BY FINANCING
               ACTIVITIES                                  321,736      183,040
                                                         ---------    ---------

NET INCREASE IN CASH                                        35,158        1,458

CASH AND CASH EQUIVALENTS - Beginning of Period              3,862           --
                                                         ---------    ---------

CASH AND CASH EQUIVALENTS - End of Period                $  39,020    $   1,458
                                                         =========    =========


(1)   Amounts represent activity from inception (June 7, 2002) through September
      30, 2002.

See accompanying notes to consolidated financial statements.


                                      -5-
<PAGE>

                       INTERNATIONAL IMAGING SYSTEMS, INC.
                      (SUCCESSOR TO A.M.S. MARKETING, INC.)
                          NOTES TO FINANCIAL STATEMENTS


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -

         Nature of Operations:
            A.M.S. Marketing, Inc. was incorporated in the State of Delaware on
            July 23, 1998. In October, 2003 the Company filed a Certificate of
            Amendment to change its name to International Imaging Systems, Inc.

            The Company, through its wholly-owned subsidiary, Advanced Imaging
            Systems, LLC ("AIS"), is principally engaged in the manufacture and
            sale of telephone credit cards, check cashing cards and security
            cards of all types. The Company markets such products domestically
            and abroad. The Company also markets pre-owned, brand name
            photocopier machines for an unrelated party.

         Basis of Presentation:
            The consolidated financial statements include the accounts of the
            Company and its subsidiaries. Intercompany transactions and accounts
            have been eliminated.

            On July 31, 2003, A.M.S. Marketing, Inc, ("AMS") acquired 100%
            ownership of "AIS" in exchange for 1,200,000 shares of its
            previously unissued common stock. Prior to the execution of the
            exchange agreement, the members (owners) of "AIS" purchased directly
            from an existing "AMS" shareholder 3,600,000 shares of "AMS" common
            stock. The combined result of the foregoing transactions is that the
            previous owners of "AIS" own 81.96% of the outstanding common stock
            of "AMS".

            For accounting purposes, "AIS" is considered to be the acquirer and
            "AMS" the acquired entity. The business combination is considered to
            be a "reverse merger" since the former owners of "AIS" now control
            more than 50% of "AMS" as a result of the merger. The effect of this
            transaction reflects historical values of assets and liabilities of
            the combined entities with a recapitalization of "AMS" shareholders'
            equity.


                                      -6-
<PAGE>

                       INTERNATIONAL IMAGING SYSTEMS, INC.
                      (SUCCESSOR TO A.M.S. MARKETING, INC.)
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (continued) -

         Unaudited Financial Statements:
            The financial statements as of September 30, 2003 and for the
            periods ended September 30, 2003 and 2002 included herein are
            unaudited. However, such information reflects all adjustments
            consisting of normal recurring adjustments which are in the opinion
            of management necessary for a fair presentation of the information
            for such periods. In addition, the results of operations for the
            interim periods are not necessarily indicative of results for the
            entire year. The accompanying financial statements should be read in
            conjunction with the Company's Form 10-K for the year ended December
            31, 2002 and with the 2002 audited financial statements of Advanced
            Imaging Systems, LLC included in the Company's Current Report on
            Form 8-K filed with the Securities and Exchange Commission on August
            15, 2003.

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

         Financial Instruments:
            The carrying values of cash, accounts receivable, accounts payable,
            and notes payable approximate fair value at September 30, 2003.

         Cash and Cash Equivalents:
            Holdings of highly liquid investments with maturities of three
            months or less when purchased are considered to be cash equivalents.

         Accounts Receivable:
            All accounts receivable were considered to be collectible.
            Accordingly, no allowance for bad debts is presented.

         Inventories:
            Inventories are valued at the lower of the first-in, first-out cost
            or market with respect to direct material costs. Capitalized
            overhead costs are determined on the basis of average costs.


                                      -7-
<PAGE>

                       INTERNATIONAL IMAGING SYSTEMS, INC.
                      (SUCCESSOR TO A.M.S. MARKETING, INC.)
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (continued) -

         Property and Equipment:
            Property and equipment are recorded at cost, less depreciation and
            amortization. The carrying value of property and equipment is
            assessed when factors indicating impairment is present. The Company
            determines fair value by obtaining market quotes for replacement
            property. If impairment is present, the assets are reported at the
            lower of carrying value or fair value. Depreciation and amortization
            is primarily accounted for on the straight-line method based on
            estimated useful lives. The amortization of leasehold improvements
            is based on the shorter of the lease term or the life of the
            improvement. Betterments and renewals, which extend the life of the
            asset, are capitalized whereas maintenance and repairs are expensed
            as incurred.

         Sales:
            Revenue is recognized in the financial statements when materials are
            shipped from stock. Reported sales are arrived at by deducting
            discounts and return allowances.

         Advertising:
            Advertising costs are expensed as incurred.

         Income Taxes:
            The Company accounts for income taxes under Statement of Financial
            Accounting Standards No. 109, "Accounting for Income Taxes". This
            statement requires an asset and liability approach to account for
            income taxes. Deferred taxes are provided for temporary differences
            that will result in taxable or deductible amounts in future years
            based on the reporting of certain costs in different periods for
            financial statement and income tax purposes.

         Earnings (Loss) Per Common Share:
            Basic earnings per common share is calculated by dividing net income
            by the weighted average number of common shares outstanding during
            the period. Diluted earnings per common share is calculated by
            adjusting weighted average outstanding shares, assuming conversion
            of all of the Company's "Exchangeable Notes" (see note) as if
            conversion to common shares had occurred at the beginning of the
            current period. Interest expense applicable to the notes is added
            back to net income for purposes of computing diluted earnings per
            share. The additional shares contingently issuable to holders of the
            exchangeable notes were not considered for the three months ended
            September 30, 2003 because their effect would have been
            anti-dilutive.


                                      -8-
<PAGE>

                       INTERNATIONAL IMAGING SYSTEMS, INC.
                      (SUCCESSOR TO A.M.S. MARKETING, INC.)
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE B - INVENTORIES -

         Inventories consists of the following at September 30, 2003:

            Raw Materials                                 $    45,357
            Work in Process                                   157,122
            Finished Goods                                    147,468
                                                          -----------
                                                          $   349,947
                                                          ===========

NOTE C - PROPERTY AND EQUIPMENT -

            Property and equipment consists of the following at September
            30, 2003:

            Furniture and Fixtures                        $    19,834
            Machinery and Equipment                           159,728
            Leasehold Improvements                             55,375
                                                          -----------
                                                              234,937
            Accumulated Depreciation and Amortization         (52,473)
                                                          -----------
                                                          $   182,464
                                                          ===========

NOTE D - STOCK OPTION PLAN -

            The Company's 2003 Equity Incentive Program (the "Program") was
            adopted by the Board of Directors and approved by shareholders in
            August, 2003. The "Program" provides for the grant of incentive
            stock options, nonqualified stock options, and restricted stock
            awards. Certain awards under the plan are intended to qualify as
            "incentive stock options" within the meaning of Section 422 of the
            Internal Revenue Code (the "Code"). Other awards granted under the
            "Program" are not intended to qualify as incentive stock options
            under the "Code".

            The total number of shares of the Company's common stock that may be
            issued during the first year under the "Program" may not exceed
            6,000,000 shares, of which 1,000,000 shares will be available for
            issuance as incentive stock option grants and 5,000,000 shares will
            be available for issuance as nonqualified stock option grants. The
            total number of shares may be increased annually based upon the
            total number of common shares outstanding of the Company's common
            stock in subsequent years.

            At September 30, 2003 no options or shares were issued under the
            Program.


                                      -9-
<PAGE>

                       INTERNATIONAL IMAGING SYSTEMS, INC.
                      (SUCCESSOR TO A.M.S. MARKETING, INC.)
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE E - COMMON AND PREFERRED STOCK -

            Pursuant to a resolution by the Board of Directors and ratification
            by a majority of the shareholders, in October 2003 the Company
            amended its Certificate of Incorporation to increase the total
            number of authorized shares to 30,000,000 consisting of 1,000,000
            shares of ($.001) preferred stock and 29,000,000 shares of ($.001)
            common stock.

            At September 30, 2003 no shares of preferred stock were issued or
            outstanding. Additionally, the Board of Directors has not designated
            any voting powers, preferences, participation rights or other
            special rights relating to the preferred stock.

NOTE F - CONCENTRATION OF RISK -

         Suppliers:
            The Company is dependent upon a number of major suppliers. If a
            supplier had operational problems or ceased making material
            available to the Company, operations could be adversely affected.

         Customers:
            During 2003, approximately 50% of the Company's total sales revenues
            resulted from four customers. One customer accounted for
            approximately 35% of sales during the three months ended September
            30, 2003, and 28% of the September 30, 2003 accounts receivable
            balance.

NOTE G - COMMITMENTS -

         Rent:
            The Company leases its general office and production facilities.
            Rental expense amounted to $35,047 for the nine months ended
            September 30, 2003. The Company is committed to total minimal annual
            rental payments as follows:

                           2003                 $45,185
                           2004                 $45,185
                           2005                 $18,125


                                      -10-
<PAGE>

                       INTERNATIONAL IMAGING SYSTEMS, INC.
                      (SUCCESSOR TO A.M.S. MARKETING, INC.)
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE G - COMMITMENTS - continued -

         Consulting Agreement:
            On April 1, 2003, "AIS" entered into a three year management
            services contract with a shareholder of "AMS". The agreement
            provides for monthly payments of $5,000 through October 31, 2003 and
            $6,300 thereafter.

         Employment Agreements:
            In July, 2003, "AIS" entered into three year employment contracts
            with five individuals considered to be key employees. The contracts
            provide for annual remuneration aggregating approximately $372,000
            with cost of living increases in the last two years of the
            contracts. In addition, the contracts provide for expense account
            allowances aggregating to $30,000 annually.

NOTE H - PRO FORMA MERGER INFORMATION -

         Unaudited pro forma operating results for the Company, assuming the
         merger of International Imaging Systems, Inc. (successor to A.M.S.
         Marketing, Inc.) and Advanced Imaging Systems, LLC occurred at the
         beginning of each period presented are as follows:

                                                   NINE MONTHS ENDED
                                                      SEPTEMBER 30,
                                               -------------------------
                                                  2003            2002
                                               ----------      ---------
            Net Sales                          $2,545,939      $ 143,588
                                               ----------      ---------

            Net Income (Loss)                  $    6,548      $ (64,842)
                                               ----------      ---------

         Earnings per share information is not presented because the effect on
         basic and diluted earnings per share is immaterial.

NOTE I - RELATED PARTY TRANSACTIONS -

         Prior to July 31, 2003, "AIS" purchased prepaid telephone time in the
         amount of $18,955 from an entity owned by the chief executive officer
         of "AIS" (who became the Company's chief executive officer on July 31,
         2003) which entity, in turn, purchased such time for the same amount
         from unrelated telecom providers on more favorable terms than AIS could
         have obtained if it purchased such time directly.


                                      -11-
<PAGE>

                       INTERNATIONAL IMAGING SYSTEMS, INC.
                      (SUCCESSOR TO A.M.S. MARKETING, INC.)
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE J - NOTES PAYABLE -

         Notes payable consist of the following at September 30, 2003:

            12% Note Payable - Officer - Due in monthly installments
            of $3,500, including interest through August, 2004          $40,123

            12% Note Payable - Officer - Due in monthly installments
            of $2,335, including interest through November, 2004         27,488

            6% Note Payable - Shareholder - Due in monthly
            installments of $1,500, including interest through
            August, 2007                                                 63,493

            Demand Loans Payable - Shareholders - Working capital
            advances bearing no interest and expected to be repaid
            within one year                                              77,917

            6% Exchangeable Notes Payable - Maturing at various
            times through September, 2005. The notes may be
            exchanged for common stock at maturity, at the
            discretion of the lenders based upon an exchange price
            of $.50 per common share for each dollar owed. Included
            in this amount are notes to shareholders amounting to
            $95,000.                                                    295,000
                                                                       --------
                                                                        504,021
            Deduct Current Portion                                     (149,769)
                                                                       --------
                                                                       $354,252
                                                                       ========

            The Company has pledged substantially all production machinery and
            equipment as collateral on the notes owing to officers and
            shareholders.


                                      -12-
<PAGE>

                       INTERNATIONAL IMAGING SYSTEMS, INC.
                      (SUCCESSOR TO A.M.S. MARKETING, INC.)
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE J - NOTES PAYABLE - continued -

         The maturities of notes and loans payable for each of the succeeding
         five years subsequent to the current year are as follows:

            2004                                     $   146,796
            2005                                         310,720
            2006                                          16,690
            2007                                          12,710
            2008                                          17,105


                                      -13-
<PAGE>


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

         Overview

         Historically, the Company's principal business has been the marketing
         of pre-owned, brand name photocopiers for an unrelated party. On July
         31, 2003, the Company acquired all of the issued and outstanding
         limited liability company interests (the "Interests") of Advanced
         Imaging Systems, LLC, a Delaware limited liability company ("AIS")
         engaged in the business of designing, manufacturing and marketing of
         plastic and paper card products, including credit cards, pre-paid
         telephone cards, value storage cards, access entry cards, identity
         cards and business cards. The acquisition of AIS was effected by an
         exchange reorganization (the "Exchange") whereby the Company acquired
         all of the Interests of AIS in exchange for the issuance of an
         aggregate of 1,200,000 shares of the Company's Common Stock (the
         "Shares") to the members of AIS, Laura Palisa Mujica, Lara Nicole
         Sarafianos, Sarah Cinnante and Michael D'Angelo (the "Members").

         Immediately prior to the Exchange, each of the Members purchased
         900,000 shares of the Company's Common Stock (3,600,000 shares in the
         aggregate) from Alfred M. Schiffrin, the Company's former President and
         sole director, for $.05 per share, payable partly in cash and the
         balance by a recourse promissory note secured by the purchased shares.
         Each note is repayable in monthly installments of varying amounts
         commencing on August 1, 2003 and ending on May 1, 2006, subject to
         acceleration upon the happening of certain events (each an "Event of
         Default"), including without limitation, failure of such Member to make
         payment of principal when due within three business days following
         written notice to such Member, the dissolution, winding-up, suspension
         of the usual business activities or complete or partial liquidation of
         the business of the Company, the bankruptcy of such Member or the
         Company, the commencement of a voluntary bankruptcy by such Member or
         the Company or the death of such Member. Each note is non-interest
         bearing except upon the happening and during the continuation of an
         Event of Default, in which case each note bears interest at the rate of
         15% per annum or the maximum rate of interest permissible in the State
         of Florida, whichever is lower. The Shares, together with the shares
         purchased by the Members from Mr. Schiffrin, represented approximately
         82% of the total then issued and outstanding shares of the Company's
         Common Stock. Accordingly, the Exchange has been treated as a reverse
         acquisition.

         During the next twelve months and for the foreseeable future, the
         Company expects that the business of its wholly-owned subsidiary AIS
         will constitute the principal business activity of the Company and to
         which it intends to devote substantially all of its resources. The
         Company also plans to continue its pre-existing marketing business and
         has agreed with Mr. Schiffrin that he will operate such business in
         exchange for 25% of the profits thereof. Management is also considering
         its strategic alternatives for the pre-existing business, including the
         sale or spin-off thereof.


                                      -14-
<PAGE>

         As discussed below, the three-month period ended September 30, 2003,
         was characterized by a substantial increase in sales offset by
         substantial increases in costs of goods sold and general and
         administrative expenses, resulting in a net loss for the period of $16,
         870 as compared to a net loss of $15,548 during the same period in the
         prior year.

         Results of Operations

         Net sales for the three-month period ended September 30, 2002 (the
         "2002 Third Quarter") of $140,588 increased to $865,244 for the
         three-month period ended September 30, 2003 (the 2003 Third Quarter), a
         515% increase. Such increase is primarily attributable to the 2002
         Third Quarter constituting the initial start-up quarter of AIS.
         Substantially all of the net sales during the 2002 Third Quarter and
         the 2003 Third Quarter were generated by the Company's card business
         and consisted of pre-paid telephone cards except that approximately 17%
         of net sales in the 2003 Third Quarter represented sales of packaging
         materials to one customer. During both of such periods, approximately
         50% of net sales were made to four customers, one of which represented
         approximately 35% of net sales in the 2003 Third Quarter. The Company
         anticipates that net sales of products other than pre-paid telephone
         cards and the Company's dependence on a limited number of customers
         will decrease over time. However, there can be no assurance that such
         greater product diversification or lessened customer dependence will
         occur.

         Cost of goods sold increased from $92,626 for the 2002 Third Quarter to
         $567,839 for the 2003 Third Quarter, a 513% increase. This increase is
         primarily attributable to the corresponding increase in net sales
         during the 2003 Third Quarter.

         For the 2002 Third Quarter, the Company generated a gross profit of
         $47,962, representing a gross profit margin of 34%. For the 2003 Third
         Quarter, the Company generated a gross profit of $297,405, representing
         a gross profit margin also of 34%. Gross profit margins may fluctuate
         in the future depending on changes in mix of products sold, the mix of
         sales distribution channels and other factors.

         Net sales for the nine-month period ended September 30, 2002 (the "2002
         Period") of $140,588 increased to $2,541,439 for the nine-month period
         ended September 30, 2003 (the "2003 Period"), a 1,708% increase. Such
         increase is primarily attributable to the 2002 Period consisting of
         only four full months of business of AIS as it was formed in June 2002.
         Substantially all of the net sales during the two periods were
         generated by the Company's card business and approximately 50% of net
         sales during such periods were made to four customers. The Company
         anticipates that net sales of products other than pre-paid telephone
         cards and the Company's dependence on a limited number of customers
         will decrease over time. However, there can be no assurance that such
         greater product diversification or lessened customer dependence will
         occur.

         Cost of goods sold increased from $113,938 for the 2002 Period to
         $1,650,040 for the 2003 Period, a 1,348% increase. This increase is
         primarily attributable to the corresponding increase in net sales
         during the 2003 Period.

         For the 2002 Period, the Company generated a gross profit of $$26,650,
         representing a gross profit margin of 19%. For the 2003 Period, the
         Company generated a gross profit of $891,399, representing a gross


                                      -15-
<PAGE>

         profit margin also of 35%. This increase in gross profit margin is
         primarily attributable to the increase in net sales during the 2003
         Period. Gross profit margins may fluctuate in the future depending on
         changes in mix of products sold, the mix of sales distribution channels
         and other factors.

         The Company is not presently aware of any known trends, events or
         uncertainties that may have a material impact on its net sales from
         existing operations.

         General and Administrative Expenses

         Total general and administrative expenses increased 403% from $63,510
         in the 2002 Third Quarter to $319,528 in the 2003 Third Quarter. The
         increase is primarily attributable to expenses related to the increase
         in sales during such periods as well as approximately $60,000 of
         professional fees and other expenses incurred in connection with the
         exchange transaction among the Company, AIS and the members of AIS.
         Depreciation and amortization increased 34% from $8,000 in the 2002
         Third Quarter to $10,720 in the 2003 Third Quarter.

         Total general and administrative expenses increased 833% from $94,161
         in the 2002 Period to $878,326 in the 2003 Period The increase is
         primarily attributable to expenses related to the increase in sales
         during such periods as well as approximately $$110,000 of professional
         fees and other expenses incurred during the 2003 Period in connection
         with the exchange transaction among the Company, AIS and the members of
         AIS. Depreciation and amortization increased 222% from $10,000 in the
         2002 Period to $$32,161 in the 2003 Third Quarter.

         Net loss was $16, 870 for the 2003 Third Quarter as compared to $15,548
         for the 2002 Third Quarter. The Company does not believe that the
         increase in net loss between the periods is meaningful.

         Net income was $10,676 for the 2003 Period as compared to a net loss of
         $67,511 for the 2002 Period. Such change is primarily attributable to
         the increase in net sales between the periods which, in turn, is
         primarily attributable to the commencement of sales by AIS in July
         2002.

         Liquidity and Capital Resources

         As of September 30, 2003, the Company's principal sources of liquidity
         consisted of cash and cash equivalents of $39,020 and trade accounts
         receivable of $386,568.

         The Company has historically financed its operations through loans from
         shareholders and through the sale by AIS of notes that are
         exchangeable, at the option of the holder, into shares of the Company's
         common stock on the basis of $.50 per share. The notes bear interest at
         the rate of 6% per annum and are due on various dates through September
         2005. As of September 30, 2003, AIS had sold an aggregate of $295,000
         of the notes.

         The Company believes that its cash and cash equivalents on hand,
         together with cash flow from operations will be sufficient to finance
         the Company's current level of operations for the foreseeable future.


                                      -16-
<PAGE>

         In order to expand the Company's operations and further diversify its
         product lines by purchasing additional equipment, the Company will need
         to obtain additional debt and/or equity capital. The Company is in
         negotiations with various parties but no assurance can be given that
         the Company will be able to secure additional capital on terms
         acceptable to the Company or at all. If the Company is unable to raise
         additional capital, it will be unable to expand its operations as
         quickly as desired and will have to rely on internally generated funds
         for any expansion.

ITEM 3.  CONTROLS AND PROCEDURES

(a)      Evaluation of Disclosure Controls and Procedures.
         ------------------------------------------------

         Within the 90 days prior to the date of this report, International
         Imaging Systems, Inc. (" the Company") carried out an evaluation, under
         the supervision and with the participation of the Company's management,
         including the Company's Chief Executive and Chief Financial Officer, of
         the effectiveness of the design and operation of the Company's
         disclosure controls and procedures pursuant to Exchange Act Rule
         13a-14. Based upon that evaluation, the Chief Executive and Chief
         Financial Officer concluded that the Company's disclosure controls and
         procedures are effective in timely alerting him to material information
         required to be included in the Company's periodic SEC filings relating
         to the Company (including its consolidated subsidiaries).

(b)      Changes in Internal Controls.
         ----------------------------

         There were no significant changes in the Company's internal controls or
         in other factors that could significantly affect these internal
         controls subsequent to the date of our most recent evaluation.

         FORWARD LOOKING STATEMENTS
         --------------------------

         This Form 10-QSB and other reports filed by the Company from time to
         time with the Securities and Exchange Commission (collectively the
         "Filings") contain or may contain forward looking statements and
         information that are based upon beliefs of and information currently
         available to the Company's management as well as estimates and
         assumptions made by the Company's management.

         When used in the filings the words "anticipate", "believe", "estimate",
         "expect", "future", "intend", "plan" and similar expressions as they
         relate to the Company or the Company's management identify forward
         looking statements. Such statements reflect the current view of the
         Company with respect to future events and are subject to risks,
         uncertainties and assumptions relating to the Company's operations and
         results of operations and any businesses that may be acquired by the
         Company. Should one or more of these risks or uncertainties
         materialize, or should the underlying assumptions prove incorrect,
         actual results may differ significantly from those anticipated,
         believed, estimated, intended or planned.


                                      -17-
<PAGE>

                       INTERNATIONAL IMAGING SYSTEMS, INC.

                                     PART II
                                OTHER INFORMATION


Item 1   Legal Proceedings

         None

Item 2   Changes in Securities

         During the period covered by this Report, no securities were sold by
         the Registrant that were not registered under the Securities Act of
         1933, as amended (the "Act"), except as follows:

         1. On July 31, 2003, Registrant issued 300,000 shares of its common
         stock, par value $.001, to each of Laura Palisa Mujica, Lara Nicole
         Sarafianos, Sarah Cinnante and Michael D'Angelo ( the "Members"),
         pursuant to an Agreement and Plan of Exchange, dated as of July 28,
         2003, among the Registrant, the Members and Advanced Imaging Systems,
         LLC., a Delaware limited liability company ("AIS"), in exchange for the
         Members' limited liability company interests in AIS. All of the Members
         were accredited or sophisticated investors. The exchange ratio was
         arbitrarily determined by negotiations among the parties and no value
         was assigned to the shares issued. The shares were issued in reliance
         upon the exemption provided by Section 4(2) of the Act.

         2. At various times during the period covered by this Report, AIS, the
         Registrant's wholly-owned subsidiary, sold an aggregate of $295,000 of
         notes to five accredited investors. Each of the notes are exchangeable,
         at the option of the holder, into shares of Registrant's common stock
         on the basis of $.50 per share. The notes bear interest at 6% per annum
         and are due at various dates through September 2005. The notes were
         issued in reliance upon the exemption provided by Section 4(2) of the
         Act.

         With respect to issuances of securities referred to above, investors
         were furnished with information regarding the Registrant and AIS and
         the offering and issuance, and each had the opportunity to verify
         information supplied. Additionally, Registrant or AIS, as the case may
         be, obtained a representation from each investor of such investor's
         intent to acquire the securities for the purpose of investment only,
         and not with a view toward the subsequent distribution thereof. The
         securities bear appropriate restrictive legends, and Registrant has
         issued stop transfer instructions to its transfer agent.

Item 3   Defaults Upon Senior Securities

         None


                                      -18-
<PAGE>

Item 4   Submission of Matters to a Vote of Security Holders

         None

Item 5   Other Information

         None

Item 6   Exhibits and Reports on Form 8-K

         (a) Exhibits
             99.1 Certification of Chief Executive and Chief Financial Officer
             pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

         (b) Reports on Form 8-K
             On August 15, 2003, Registrant filed a Current Report on Form 8-K
             reporting a change in control and the acquisition of all of the
             issued and outstanding limited liability company interests of
             Advanced Imaging Systems, LLC, a Delaware limited liability company
             ("AIS"). Such report included the financial statements of AIS for
             the periods specified in Rule 3-05(b) of Regulation S-X and the pro
             forma financial information required pursuant to Article 11 of
             Regulation S-X.

                                   SIGNATURES

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


                                            INTERNATIONAL IMAGING SYSTEMS, INC.
                                                      (Registrant)

Date: November 13, 2003                     By: /s/ C. LEO SMITH
                                                -------------------------
                                                    C. Leo Smith
                                                    President


                                      -19-
<PAGE>

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the accompanying Quarterly Report on Form 10-QSB of
International Imaging Systems, Inc. for the three month period ended September
30, 2003, I, C. Leo Smith, President, Chief Executive Officer, and Chief
Financial Officer, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my
knowledge and belief, that:

1.   Such Quarterly Report on Form 10-QSB for the three months ended September
     30, 2003, fully complies with the requirements of Section 13(a) or 15(d) of
     the Securities Exchange Act of 1934; and

2.   The information contained in such Quarterly Report on Form 10-QSB for the
     three months ended September 30, 2003, fairly presents, in all material
     respects, the financial condition and results of operations of
     International Imaging Systems, Inc.



                                            INTERNATIONAL IMAGING SYSTEMS,  INC.


 Date: November 13, 2003                    By: /s/ C. LEO SMITH
                                                -------------------------------
                                                    C. Leo Smith, President
                                                    Chief Executive Officer and
                                                    Chief Financial Officer


                                      -20-