UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-QSB/A

                                   (Mark One)

                 |X| QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 2003

       |_| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

                        For the transition period from to

                        Commission file number 000-24001

                               IQ Biometrix, Inc.
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

                  Delaware                                      76-0552098
-------------------------------------------------            ----------------
(State or other jurisdiction of incorporation                 (IRS Employer
             or organization)                               Identification No.)

         39111 Paseo Padre Parkway, Suite 304, Fremont, California 94538
                    (Address of principal executive offices)

                                 (510) 795-2900
                          (Issuer's telephone number)

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 20,971,212 shares of its common stock outstanding.

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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 |_|

Transitional Small Business Disclosure Format (Check one): Yes |_| No |X|

<PAGE>

                                TABLE OF CONTENTS

                               FORM 10-QSB REPORT

                               September 30, 2003



                                                                            PAGE
PART I - FINANCIAL INFORMATION

         Item     1. Interim condensed financial statements
                  (unaudited) Consolidated Balance Sheet -
                  September 30, 2003 Consolidated Statements
                  of Operations for the three
                     months ended September 30, 2002 and 2003
                  Consolidated Statements of Cash Flows
                  Notes to Interim Financial Statements

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

PART II - OTHER INFORMATION

         Item 2. Changes in Securities and Use of Proceeds

         Item 6. Exhibits and Reports on Form 8-K

SIGNATURES


<PAGE>


                           CONSOLIDATED BALANCE SHEET
                               September 30, 2003
                                   (Unaudited)


<TABLE>
<CAPTION>
                                     ASSETS
CURRENT ASSETS:
<S>                                                                                     <C>
   Cash                                                                                 $     533,896
   Trade accounts receivable, net of allowance for doubtful accounts of $0                     45,804
   Inventory                                                                                   12,688
   Other                                                                                       50,909
                                                                                        -------------
                         Total current assets                                                 643,297

INTANGIBLES, net                                                                               87,530

OFFICE EQUIPMENT, net                                                                           6,770
                                                                                        -------------

                         Total assets                                                   $     737,597
                                                                                        =============


                      LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
   Convertible debentures, net of discount                                              $     793,525
   Note payable                                                                                50,000
   Accounts payable                                                                           132,068
   Accrued expenses                                                                           456,299
                                                                                       --------------
                         Total current liabilities                                          1,431,892
                                                                                       --------------

COMMITMENTS

STOCKHOLDERS' DEFICIT:
   Preferred stock, $.01 par value; 10,000,000 shares authorized,  none issued -
   Common stock, $.01 par value; 50,000,000 shares authorized; 20,892,708 shares
   outstanding 208,927 Additional paid-in capital 5,902,922  Accumulated deficit
   (6,806,144)
                         Total stockholders' deficit                                         (694,295)
                                                                                       --------------
                         Total liabilities and stockholders' deficit                    $     737,597
                                                                                        =============
</TABLE>

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.

<PAGE>


                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 Three Months Ended September 30, 2003 and 2002
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                               2003                2002
                                                                                        -------------------  ------------------
<S>                                                                                     <C>                  <C>
REVENUES                                                                                $          83,095    $          21,082

OPERATING EXPENSES:
   Cost of sales                                                                                    8,334                7,621
   Sales and Marketing                                                                            148,694               48,828
   General and administrative                                                                   1,503,352              282,292
   Research and development                                                                        88,968               25,239
   Depreciation and amortization                                                                    7,668                6,735
                                                                                        -----------------    -----------------
                                                                                                1,757,016              370,715
                                                                                        -----------------    -----------------
         Operating loss                                                                        (1,673,921)            (349,633)

OTHER EXPENSE:
   Interest expense, net                                                                          260,267               10,000
                                                                                        -----------------    -----------------

NET LOSS                                                                                $      (1,934,188)   $        (359,633)
                                                                                        =================    =================



BASIC AND DILUTED LOSS PER SHARE:                                                       $           (.10)    $           (.02)
                                                                                        ================     ================

BASIC AND DILUTED WEIGHTED AVERAGE SHARES:                                                     19,691,930           16,464,285
                                                                                        =================    =================
</TABLE>


  The accompanying notes are an integral part of these consolidated financial
                                  statements.

<PAGE>

            CONSOLIDATED STATEMENTS OF CASH FLOWS Three Months Ended
                           September 30, 2003 and 2002
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                           2003                 2002
                                                                                       -----------          -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                                    <C>                  <C>
   Net loss                                                                            $(1,934,188)         $  (359,633)
   Adjustments to reconcile net loss to net cash used in operating activities:
      Depreciation and amortization                                                          7,668                6,735
      Stock issued for services                                                          1,636,514                5,000
      Stock issued for interest expense                                                         --               10,000
      Amortization of debt discount                                                        244,426                   --
   Change in assets and liabilities:
         Trade accounts receivable                                                         (39,831)                  --
         Prepaid expenses and other current assets                                         (13,027)                  --
         Inventory                                                                          (6,680)               6,000
         Accounts payable                                                                  (10,852)              82,134
         Accrued liabilities                                                               (27,815)                  --
                                                                                       -----------          -----------
Net cash used in operating activities                                                     (143,785)            (249,764)
                                                                                       -----------          -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of intangible asset                                                                 --                   --
   Advance to IQ Entertainment                                                                  --              (24,020)
   Note receivable                                                                          50,000                   --
                                                                                       -----------          -----------
Net cash used in investing activities                                                       50,000              (24,020)
                                                                                       -----------          -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Stock options exercised                                                                  30,000                   --
   Sale of convertible debentures                                                          500,000                   --
   Proceeds from note payable                                                                   --              200,000
                                                                                       -----------          -----------
Net cash provided by financing activities                                                  530,000              200,000
                                                                                       -----------          -----------

NET INCREASE (DECREASE) IN CASH                                                            436,215              (73,784)

CASH AND CASH EQUIVALENTS, beginning of period                                              97,681               92,213
                                                                                       -----------          -----------

CASH AND CASH EQUIVALENTS, end of period                                               $   533,896          $    18,429
                                                                                       ===========          ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
   Payment of interest                                                                 $        --          $        --
                                                                                       ===========          ===========
   Payment of taxes                                                                    $        --          $        --
                                                                                       ===========          ===========

NONCASH DISCLOSURES
   Common stock issued to pay debt                                                     $        --          $    41,000
                                                                                       ===========          ===========
</TABLE>


  The accompanying notes are an integral part of these consolidated financial
                                  statements.

<PAGE>

                               IQ Biometrix, Inc.

                      Notes To Interim Financial Statements
                                   (Unaudited)

NOTE 1 - BASIS OF PRESENTATION

The accompanying  unaudited interim financial  statements of IQ Biometrix,  Inc.
have been prepared in accordance with accounting  principles  generally accepted
in the United  States of America and the rules of the  Securities  and  Exchange
Commission ("SEC"), and should be read in conjunction with the audited financial
statements  and notes  thereto  contained in IQ  Biometrix's  2003 Annual Report
filed  with  the  SEC  on  Form  10-KSB.  In  the  opinion  of  management,  all
adjustments,  consisting of normal recurring  adjustments,  necessary for a fair
presentation of financial position and the results of operations for the interim
periods  presented  have been  reflected  herein.  The results of operations for
interim periods are not necessarily indicative of the results to be expected for
the full year.  Notes to the  financial  statements,  which would  substantially
duplicate the disclosure  contained in the audited financial statements for 2003
as reported in the 10-KSB, have been omitted.

NOTE 2 - CONVERTIBLE NOTES PAYABLE

In  September  2003,  IQ  Biometrix  issued  6%  convertible  debentures  due on
September 18, 2004 in the principal  amount of $500,000.  These  debentures  are
convertible  anytime at the option of the holder into IQ Biometrix  common stock
at $.64 per share. In addition,  IQ Biometrix  issued warrants to the holders of
these  debentures  to  purchase up to 400,000  shares of the common  stock of IQ
Biometrix at a per share purchase price of $1.25.

Under  generally  accepted  accounting  principles,  IQ Biometrix is required to
record  the value of the  beneficial  conversion  feature  of these  convertible
debentures as a debt discount. In addition,  the value of the warrants using the
Black  Scholes  method is also  recorded  as a debt  discount.  The  total  debt
discount  recorded on the  convertible  debenture sales during the quarter ended
September  30,  2003 was  approximately  $392,000.  This debt  discount  will be
amortized  and  charged  to  interest  expense  over the term of the  respective
debenture agreements. In the event the investors convert the debentures prior to
their  maturity,  then  generally  accepted  accounting  principles  require  IQ
Biometrix to expense the unamortized balance of the debt discount in full.

NOTE 3 - STOCK ISSUANCES

During the three months ended September 30, 2003, IQ Biometrix issued:

         o        150,000  shares for an aggregate  purchase price of $30,000 in
                  connection with the exercise of an option; and

         o        1,836,823  shares to advisors for services  rendered valued at
                  $1,636,514.  Included in this  amount are sales and  marketing
                  and research and development expenses.

NOTE 4 - SUBSEQUENT EVENTS:

In October  2003,  IQ Biometrix  issued 6%  convertible  debentures  in the face
amount of $200,000 due in October 2004, and convertible anytime at the option of
the holder into IQ  Biometrix  common stock at $.64 per share.  In addition,  IQ
Biometrix issued to the holders of these debentures,  warrants to purchase up to
160,000  shares of common stock of IQ Biometrix at a per share purchase price of
$1.25.



<PAGE>

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

The following  discussion  of our financial  condition and results of operations
should be read in conjunction with the financial statements and related notes to
the financial  statements  included elsewhere in this quarterly report.  Certain
statements  in  this   discussion  and  elsewhere  in  this  report   constitute
forward-looking  statements  within the meaning of Section 21E of the Securities
and Exchange Act of 1934 and are subject to the "Risk  Factors"  included in our
Annual  Report on Form 10-KSB for our fiscal year ended June 30,  2003.  Because
this discussion  involves risk and uncertainties,  our actual results may differ
materially from those anticipated in these forward-looking statements.

Overview

IQ  Biometrix,  Inc. a provider  of  integrated  law  enforcement  and  security
software solutions,  headquartered in Fremont, California, and Washington DC. We
are a leading  provider  of  FACESTM,  a facial  composite  software  product to
federal, state and local law enforcement agencies, international law enforcement
agencies, the U.S. military and other governmental agencies.

The  FACESTM  technology  is a software  tool that allows the user to create and
re-create billions of human faces by rapidly searching our facial image database
(using our patented  InterCodeTM  coding system)  selecting  facial features and
then  automatically  combining them to create a composite facial image.  FACESTM
replaces the need for a human sketch artist.

In July 2003, we launched FACESTM 4.0.  Concurrently,  we are pursuing contracts
among government  agencies,  in light of the emphasis in Homeland Security,  the
gaming industry;  local,  state, and national citizen alerts  associations,  and
original equipment manufacturers in the computer industry.

Our enterprise solutions strategy has been launched to take fullest advantage of
both  our  intellectual  property  and  our  position  in the  marketplace.  Our
enterprise  solutions  strategy will seek to acquire a greater percentage of the
business  customer's budget for security  technology-related  projects,  and the
funds available through the Homeland Security Act.

Our sales efforts in this area will focus on those  organizations that desire to
fulfill their needs with affordable  standard or off-the-shelf  products that do
not require either costly professional system integration services or training.

<PAGE>



Results of Operations for the three months ended September 30, 2003 and 2002

Revenues  increased  295% to $83,000  from  $21,000 for the three  months  ended
September 30, 2003 and 2002. 2003 revenues were derived from the sale of FACESTM
4.0 while 2002 revenues were derived from the sale of FACESTM 3.1 and FACESTM LE
software. Revenues are expected to accelerate through the end of fiscal 2004, as
the funds for  technology  investment  from the  Homeland  Security  Agency  are
expected to be distributed to law enforcement agencies.

Sales and  marketing  expense  increased  202% to $149,000  from $49,000 for the
three months ended  September  30, 2003 and 2002  respectively.  The increase in
sales and marketing  expenses was  primarily  due to increasing  our sales staff
from one to four in  conjunction  with the  release  of  FACESTM  4.0.  Of these
expenses, $148,000 were paid with shares of our common stock.

General and administrative and consulting  expenses increased 443% to $1,503,000
from  $277,000  for  the  three  months  ended   September  30,  2003  and  2002
respectively.  The  increase in general and  administrative  expenses was due to
investor  relations  expenses of $171,000,  investment banking fees of $297,000,
legal and audit fees of  $443,000,  and payroll of  $150,000.  Of these fees and
expenses, approximately $1,399,000 were paid with shares of our common stock.

Research and development expenses increased 256% to $89,000 from $25,000 for the
three months ended  September  30, 2003 and 2002  respectively.  The increase in
development costs were attributable primarily to the planning of FACESTM 5.0 and
developing our systems integration  package. We anticipate  development expenses
for FACESTM 5.0 to approach  $250,000 in fiscal 2004. All of these expenses were
paid with shares of our common stock.

Interest  expense  increased 2500% to $260,000 from $10,000 for the three months
ended September 30, 2003 and 2002, which is related to the amount of issued debt
of $985,000  compared to $200,000 at September  30, 2003 and 2002,  respectively
and the amortization of the debt discounts in 2003.

Liquidity and Capital Resources

As of September  30, 2003,  we had cash and cash  equivalents  of  approximately
$534,000.  Net cash used in operations was approximately  $143,785 for the three
months ended  September 30, 2003  compared with $249,764 used in operations  for
the comparable 2002 period.  The $106,000  improvement was primarily  related to
increased sales of our FACESTM  software product and a reduction in the level of
our accounts payable.

Net cash provided by investing activities was $50,000 for the three months ended
September  30,  2003  compared  with net cash used in  investing  activities  of
$24,000 in the same period in 2002. The $74,000 increase is primarily the result
of the partial collection of a note receivable.

Net cash  provided by financing  activities  increased to $530,000 for the three
months ended  September  30, 2003  compared  with $200,000 in the same period in
2002.  The  $330,000  increase is  primarily  due to the issuance of $500,000 in
convertible debentures from the September 30, 2003 private placement and $30,000
in net  proceeds  from sales of common stock for the exercise of options for the
three months ended  September  30, 2003  compared  with net proceeds of $200,000
from the issuance of convertible debentures for the three months ended September
30, 2002.

As a result of the capital raised during the first and second quarters of fiscal
2004, we expect our available funds,  combined with cash generated from existing
operations and new customers, will be sufficient to meet our anticipated working
capital  needs through  September 30, 2004 assuming that all of the  outstanding
convertible debentures are converted into our common stock. However, we can make
no assurances  that the debentures  will be converted and to the extent that the
debentures are not converted and we are unable to fund operations with increases
in  revenue,  we may not have  sufficient  cash and cash flow to meet our future
operating cash flow requirements.

We currently  have no borrowings  available to us under any credit  arrangement,
and we will look for additional debt and equity financing's should cash provided
from  operations  be  insufficient  to support  the  ongoing  operations  of the
business.  Adequate  funds may not be  available on terms  acceptable  to us. If
additional funds are raised through the issuance of equity securities,  dilution
to existing  stockholders may result.  If funding is insufficient at any time in
the  future,  we may be unable to develop or enhance our  products or  services,
take advantage of business  opportunities  or respond to competitive  pressures,
any of which could have a material  adverse  effect on our  financial  position,
results of operations and cash flows.



<PAGE>



Recent Events

In  September  2003,  we  entered  into  a  private  placement  offering  for 6%
convertible  debentures in the face amount of $500,000.  In connection with this
offering we issued  warrants to purchase  400,000 shares of our common stock, at
$1.25 per share. The warrants are exercisable  beginning on the date of issuance
and expire on  September  19,  2005.  The  warrants  were valued using the Black
Scholes  method,  which  resulted in a value of  $199,690.  This amount is being
offset  against the proceeds from the private  placement as a cost of financing.
In addition,  the  debentures  had a  beneficial  conversion  feature  valued at
$192,000 which is being offset  against the proceeds from the private  placement
as a cost of  financing.  The warrant and  beneficial  conversion  discounts are
being amortized as interest expense over the term of the agreements.

In October 2003, we entered into a private placement offering for 6% convertible
debentures in the face amount of $200,000.  In connection  with this offering we
issued  warrants to purchase  160,000  shares of our common stock,  at $1.25 per
share.  The warrants are  exercisable  on the date of issuance and expire on the
October 4, 2005.  The warrants  will be valued using the Black  Scholes  method,
with the value offset against the proceeds from the private  placement as a cost
of financing.

In October  2003,  IQ Biometrix  and Defense  Research  Technologies,  Inc. were
awarded a $300,000 Department of Defense grant. The grant is for the development
of an easy to use, high  performance,  continuous,  low-cost,  lightweight,  and
low-power  micro-fluidic metabolic rate monitor for the US Army Medical Research
and  Materiel  Command.  It will  potentially  have  extensive  applications  in
biomedical   clinical   settings,   security   and  safety   applications,   and
counter-bio-terrorism. The terms of the grant as well as the amount of the grant
to be allocated to IQ Biometrix has not yet been established.

Critical Accounting Policies

Intangible Assets

Our Intangible assets consists of purchased  software code and related upgrades.
We  recorded  the cost the  software  at the  price  paid to a third  party  and
amortize the cost over the estimated useful life of 3 years. We review the value
of our intangible  assets quarterly and determine its value. At June 30, 2003 we
had a net carrying value for our intangible assets of $94,000.

Revenue Recognition

Revenues are generated  principally by sales of packaged software.  We recognize
revenue  when all of the  following  criteria  are met:  1) there is  persuasive
evidence that an arrangement  exists, 2) delivery of goods has occurred,  3) the
sales  price is fixed  or  determinable,  and 4)  collectibility  is  reasonably
assured.  Generally, we recognize revenue from product sales direct to customers
and  distributors  upon shipment.  Sales that are made to distributors are final
and returns are only allowed for  defective  products.  To date IQ Biometrix has
not had any product returns. IQ Biometrix will provide training at an additional
charge to the  customer  and  recognizes  revenue  for  training on the date the
training is performed.  IQ Biometrix  subcontracts the training to a third party
and includes the cost of the  training in cost of goods sold.  IQ Biometrix  has
only  recognized   approximately  $10,000  related  to  training  revenue  since
inception.


Inflation

In our opinion, inflation has not had a material effect on our operations.



<PAGE>

                                     PART II

Item 2. Changes In Securities And Use Of Proceeds

Recent Sales of Unregistered Securities

IQ Biometrix  established  a vendor  payment  policy  whereby it may  compensate
vendors in shares of its common stock in lieu of cash. In the three month period
ended September 30, 2003, 367,000 shares were issued to vendors relying upon the
exemption  under  sections 4(2) and 4(6) of the Securities Act of 1933 and which
represented  compensation for the period of $342,340. The vendors have taken the
shares for investment.

In addition,  in the three month period ended  September  30, 2003, IQ Biometrix
issued 1,469,828 shares of common stock to consultants for services rendered and
which  represented  compensation for the period of $1,163,219.  These shares are
registered pursuant to the Company's Registration Statement on Form S-8.

In September  2003,  we entered into a private  placement  offering  pursuant to
which we  issued 6%  convertible  debentures  in the  aggregate  face  amount of
$500,000 that mature on September 18, 2004 to two affiliated  investment  funds.
Principal and interest under the  debentures  are  convertible at any time on or
prior to maturity at the option of the holder into shares of our common stock at
a  conversion  price of $0.64 per share.  In  connection  with this  offering we
issued  warrants to purchase  400,000 shares of our common stock, at a per share
exercise price of $1.25.  The warrants are exercisable from the date of issuance
and expire on September  19, 2005.  These  debentures  and warrants  were issued
pursuant to the exemptions under sections 4(2) and 4(6) of the Securities Act of
1933.


<PAGE>



On October 4, 2003,  we entered into a private  placement  offering  pursuant to
which we  issued 6%  convertible  debentures  in the  aggregate  face  amount of
$200,000 that mature in October 2004 to two accredited investors.  Principal and
interest  under  the  debentures  are  convertible  at any  time on or  prior to
maturity  at the  option of the  holder  into  shares of our  common  stock at a
conversion  price of $0.64 per share. In connection with this offering we issued
warrants to purchase 160,000 shares of our common stock, at a per share exercise
price of $1.25.  The  warrants  are  exercisable  from the date of issuance  and
expire on October 4, 2005.  These  debentures  and warrants were pursuant to the
exemptions under sections 4(2) and 4(6) of the Securities Act of 1933.

Item 3. Controls and Procedures

         In accordance with the Securities and Exchange Act of 1934, as amended,
we carried out an evaluation,  under the supervision and with the  participation
of  management,  including  our Chief  Executive  Officer  and  Chief  Financial
Officer,  of the  effectiveness of our disclosure  controls and procedures as of
the end of the period  covered by this  report.  Based on this  evaluation,  our
Chief  Executive   Officer  and  Chief  Financial  Officer  concluded  that  our
disclosure  controls and procedures  were effective as of September 30, 2003, to
provide  reasonable  assurance that information  required to be disclosed in our
reports  filed or  submitted  under the  Exchange  Act is  recorded,  processed,
summarized and reported within the time periods  specified in the Securities and
Exchange  Commission's rules and forms. There has been no change in our internal
controls over financial  reporting  that occurred  during the three months ended
September 30, 2003,  that has materially  affected,  or is reasonably  likely to
materially affect, our internal controls over financial reporting.


Item 6. Exhibits and Reports on Form 8-K

a. Exhibits:

Exhibit No.                             Description
-----------                             -----------

31.1     Certification of Chief Executive Officer pursuant to Section 302 of the
         Sarbanes-Oxley Act of 2002.

31.2     Certification of Chief Financial Officer pursuant to Section 302 of the
         Sarbanes-Oxley Act of 2002.

32.1     Certification of Chief Executive Officer pursuant to Section 906 of the
         Sarbanes-Oxley Act of 2002.

32.2     Certification of Chief Financial Officer pursuant to Section 906 of the
         Sarbanes-Oxley Act of 2002.

b. Reports on Form 8-K:

   None.

<PAGE>

                                   SIGNATURES

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

                                       IQ Biometrix, Inc.
                                       (Registrant)


Date February 6, 2004                  /s/ William Scigliano
                                       ----------------------------
                                       President & CEO


Date February 6, 2004                  /s/ Michael Walsh
                                       ----------------------------
                                       Chief Financial Officer
                                       (Principal Financial Officer)