FORM 10-QSB

     |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2003

                                       OR

     |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                             COMMISSION FILE NUMBER

                       IMAGE TECHNOLOGY LABORATORIES, INC.

        (EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)

                              DELAWARE 22-53531373
             ------------------------------- -----------------------
             (STATE OR OTHER JURISDICTION OF (IRS EMPLOYER I.D. NO.)
                         INCORPORATION OR ORGANIZATION)

                  602 ENTERPRISE DR., KINGSTON, NEW YORK 12401
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                 (845) 338-3366

                (ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE)

 CHECK WHETHER THE ISSUER: (1) FILED ALL REPORTS REQUIRED TO BE FILED BY SECTION
          13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING THE
       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 |_|

                      APPLICABLE ONLY TO CORPORATE ISSUERS

    THE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING AS OF MARCH 31, 2003 WAS
                                   12,238,462





<PAGE>

                       Image Technology Laboratories, Inc.



                          INDEX TO FINANCIAL STATEMENTS


                                                                           PAGE

Condensed Balance Sheet
    March 31, 2003 (Unaudited)                                             F-2

Condensed Statements of Operations
    Three Months Ended March 31, 2003 and 2002 (Unaudited)                 F-3

Condensed Statement of Changes in Stockholders' Deficiency
    Three Months Ended March 31, 2003 (Unaudited)                          F-4

Condensed Statements of Cash Flows
    Three Months Ended March 31, 2003 and 2002 (Unaudited)                 F-5

Notes to Condensed Financial Statements (Unaudited)                        F-6/9



                                      * * *


<PAGE>
<TABLE>
<CAPTION>


                       Image Technology Laboratories, Inc.

                             Condensed Balance Sheet
                                 March 31, 2003
                                   (Unaudited)





                                     ASSETS

Current assets:
<S>                                                                 <C>
    Cash and cash equivalents                                       $    47,405
    Prepaid expenses and other current assets                             1,496
                                                                    -----------
            Total current assets                                         48,901

Equipment and improvements, net of accumulated depreciation
    and amortization of $17,551                                          38,651
                                                                    -----------

            Total                                                   $    87,552
                                                                    ===========


                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities:
    Accounts payable and accrued expenses                           $    45,217
    Notes payable to stockholders                                         5,200
                                                                    -----------
            Total current liabilities                                    50,417

Deferred revenues                                                        58,333
Accrued compensation payable to stockholders                            516,389
                                                                    -----------
            Total liabilities                                           625,139
                                                                    -----------

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; 12,238,462 shares issued and outstanding            122,385
    Additional paid-in capital                                        1,828,535
    Accumulated deficit                                              (2,503,507)
                                                                    -----------
            Total stockholders' deficiency                             (537,587)
                                                                    -----------

            Total                                                   $    87,552
                                                                    ===========







See Notes to Financial Statements.

</TABLE>




                                      F-2
<PAGE>

<TABLE>
<CAPTION>

                       Image Technology Laboratories, Inc.

                       Condensed Statements of Operations
                   Three Months Ended March 31, 2003 and 2002





                                                       2003             2002
                                                    -----------     -----------

Revenues:
<S>                                                <C>             <C>
    Service income                                 $    151,108    $      7,300
    Software license fees                                35,000
                                                   ------------    ------------
        Totals                                          186,108           7,300
                                                   ------------    ------------

Costs and expenses:
    Research and development                             75,000         178,750
    Sales and marketing                                  39,831
    General and administrative                          108,023          83,337
                                                   ------------    ------------
        Totals                                          222,854         262,087
                                                   ------------    ------------

Net loss                                           $    (36,746)   $   (254,787)
                                                   ============    ============


Basic net loss per share                                   $(-)    $       (.02)
                                                   ============    ============


Basic weighted average common shares outstanding     14,134,507      12,987,956
                                                   ============    ============




See Notes to Financial Statements.
</TABLE>






                                      F-3
<PAGE>
<TABLE>
<CAPTION>


                       Image Technology Laboratories, Inc.

           Condensed Statement of Changes in Stockholders' Deficiency
                        Three Months Ended March 31, 2003
                                   (Unaudited)





                                        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, 2003          1,500,000    $    15,000     12,232,462   $   122,325   $ 1,827,395   $(2,466,761)   $  (502,041)

Issuance of common stock upon
   exercise of warrants                                             6,000            60         1,140                        1,200

Net loss                                                                                                    (36,746)       (36,746)
                                -----------    -----------    -----------   -----------   -----------   -----------    -----------

Balance, March 31, 2003           1,500,000    $    15,000     12,238,462   $   122,385   $ 1,828,535   $(2,503,507)   $  (537,587)
                                ===========    ===========    ===========   ===========   ===========   ===========    ===========















See Notes to Condensed Financial Statements.
</TABLE>




                                      F-4
<PAGE>
<TABLE>
<CAPTION>


                       Image Technology Laboratories, Inc.

                       Condensed Statements of Cash Flows
                   Three Months Ended March 31, 2003 and 2002
                                   (Unaudited)





                                                                    2003        2002
                                                                 ---------    ---------

Operating activities:
<S>                                                              <C>          <C>
      Net loss                                                   $ (36,746)   $(254,787)
      Adjustments to reconcile net loss to net cash
           used in operating activities:
           Depreciation and amortization of equipment
                and improvements                                     3,220        2,299
           Amortization of unearned compensation                                 75,000
           Changes in operating assets and liabilities:
                Prepaid expenses and other current assets            8,500
                Accounts payable and accrued expenses                9,970      (11,579)
                Deferred revenues                                  (35,000)
                Accrued compensation payable to stockholders       (33,653)      40,385
                                                                 ---------    ---------
                     Net cash used in operating activities         (83,709)    (148,682)
                                                                 ---------    ---------

Investing activities - purchase of equipment                        (2,540)
                                                                 ---------

Financing activities:
      Proceeds from exercise of warrants                             1,200       15,750
      Proceeds from private placement of common stock                           100,000
                                                                 ---------    ---------
                     Net cash provided by financing activities       1,200      115,750
                                                                 ---------    ---------

Net decrease in cash and cash equivalents                          (85,049)     (32,932)

Cash and cash equivalents, beginning of period                     132,454      151,730
                                                                 ---------    ---------

Cash and cash equivalents, end of period                         $  47,405    $ 118,798
                                                                 =========    =========













See Notes to Condensed Financial Statements.
</TABLE>



                                      F-5
<PAGE>

                       Image Technology Laboratories, Inc.

                     Notes to Condensed Financial Statements
                                   (Unaudited)



Note 1 - Basis of presentation:
                 In the opinion of management, the accompanying unaudited
                 condensed financial statements reflect all adjustments,
                 consisting of normal recurring accruals, necessary to present
                 fairly the financial position of Image Technology Laboratories,
                 Inc. (the "Company") as of March 31, 2003, its results of
                 operations and cash flows for the three months ended March 31,
                 2003 and 2002 and changes in stockholders' deficiency for the
                 three months ended March 31, 2003. Certain terms used herein
                 are defined in the audited financial statements of the Company
                 as of December 31, 2002 and for the years ended December 31,
                 2002 and 2001 (the "Audited Financial Statements") included in
                 the Company's Annual Report on Form 10-KSB previously filed
                 with the Securities and Exchange Commission (the "SEC").
                 Pursuant to rules and regulations of the SEC, certain
                 information and disclosures normally included in financial
                 statements prepared in accordance with accounting principles
                 generally accepted in the United States of America have been
                 condensed in or omitted from these financial statements unless
                 significant changes have taken place since the end of the most
                 recent fiscal year. Accordingly, the accompanying unaudited
                 condensed financial statements should be read in conjunction
                 with the Audited Financial Statements and the other information
                 included in the Form 10-KSB.

                 The results of operations for the three months ended March 31,
                 2003 are not necessarily indicative of the results of
                 operations for the full year ending December 31, 2003.

                  The Company was a development stage company for accounting
                  purposes, and was required to make certain related disclosures
                  from January 1, 1998 (date of inception) through April 2002,
                  at which time its WARPSPEED PACS/RIS software product became
                  available for sale (see Notes 1 and 2 to the financial
                  statements in the Form 10-KSB). From time to time, the Company
                  has and will continue to derive revenues from the provision of
                  radiology and imaging services to affiliated and nonaffiliated
                  companies. However, management expects that the Company will
                  derive its revenues in the future primarily from sales of its
                  software products. The Company obtained its first contract for
                  the sale of its software product and related hardware and
                  maintenance services in August 2002. Accordingly, the Company
                  is no longer in the development stage.




                                      F-6
<PAGE>


                       Image Technology Laboratories, Inc.

                     Notes to Condensed Financial Statements
                                   (Unaudited)



Note 1 - Basis of presentation (concluded):
                  Although the Company has incurred recurring losses and
                  negative cash flows from operating activities since its
                  inception, the Company had cash and cash equivalents of
                  approximately $47,000 and an approximate working capital
                  deficiency of only $2,000 as of March 31, 2003. Management
                  expects a reduction in the level of such losses now that sales
                  of the Company's software products have commenced. A
                  substantial portion of the Company's losses have been
                  attributable to noncash charges. As of March 31, 2003, certain
                  stockholders of the Company had agreed to defer approximately
                  $516,000 of compensation due them under their employment
                  agreements as of that date until March 31, 2004 and to defer
                  certain additional amounts that will accrue after March 31,
                  2003 which has and will continue to preserve the Company's
                  liquidity. During September 2002, the Company obtained a
                  $75,000 working capital loan from a financial institution that
                  it had not used as of March 31, 2003. Management believes that
                  as a result of the additional cash flows from the software
                  product sales and the Company's ability to draw on the working
                  capital loan and defer payments to certain stockholders, the
                  Company will be able to continue to meet its obligations as
                  they become due through at least March 31, 2004. Management
                  also believes, but cannot assure, that if needed, the Company
                  will be able to obtain additional capital resources from
                  financing through financial institutions and other unrelated
                  sources and/or through additional related party loans.


Note 2 - Earnings (loss) per share:
                  The Company presents basic earnings (loss) per share and, if
                  appropriate, diluted earnings per share in accordance with the
                  provisions of Statement of Financial Accounting Standards No.
                  128, "Earnings per Share" ("SFAS 128") as explained in Note 1
                  to the financial statements in the Form 10-KSB.

                  The rights of the Company's preferred and common stockholders
                  are substantially equivalent. The Company has included the
                  1,500,000 outstanding preferred shares from the date of their
                  issuance in the weighted average number of shares outstanding
                  in the computation of basic loss per share for the three
                  months ended March 31, 2003 and 2002, in accordance with the
                  "two class" method of computing earnings (loss) per share set
                  forth in SFAS 128.

                  Since the Company had net losses for the three months ended
                  March 31, 2003 and 2002, the assumed effects of the exercise
                  of options to purchase 2,100,000 and 3,000,000 common shares
                  outstanding at March 31, 2003 and 2002, respectively, and
                  warrants to purchase 3,323,512 and 3,330,762 common shares
                  outstanding at March 31, 2003 and 2002, respectively, and the
                  application of the treasury stock method would have been
                  anti-dilutive and, therefore, diluted per share amounts have
                  not been presented in the accompanying condensed statements of
                  operations for those periods.



                                      F-7
<PAGE>



                       Image Technology Laboratories, Inc.

                     Notes to Condensed Financial Statements
                                   (Unaudited)



Note 3 - Warrants:
                  On February 11, 2003, the Company reduced the exercise price
                  for its outstanding Class A and Class B warrants from $.40 and
                  $.50 per share, respectively, to $.20 per share during the
                  period from February 18, 2003 through July 1, 2003. The
                  original exercise prices will remain in effect for the period
                  from July 2, 2003 until the Class A and Class B warrants
                  expire on October 15, 2003.

                  During the three months ended March 31, 2003, the Company
                  received $1,200 upon the exercise of Class B warrants for the
                  purchase of 6,000 shares of common stock at $.20 per share. As
                  of March 31, 2003, Class A and Class B warrants for the
                  purchase of a total of 3,323,512 remained outstanding (see
                  Note 5 in the Form 10-KSB).


Note 4 - Stock options:
                  During the three months ended March 31, 2003, the Company
                  cancelled options it had previously granted to one of its
                  founders for the purchase of 1,000,000 shares of its common
                  stock at $.33 per share in connection with the termination of
                  his employment contract.

                  In addition, the Company granted options to a newly-hired
                  sales director for the purchase of 100,000 shares of its
                  common stock at $.18 per share (the fair value at the date of
                  grant) that are exercisable through January 2003.

                  The Company continues to measure compensation cost related to
                  stock options issued to employees using the intrinsic value
                  method of accounting prescribed by Accounting Principles Board
                  Opinion No. 25 ("APB 25"), "Accounting For Stock Issued To
                  Employees". The Company has adopted the disclosure-only
                  provisions of Statement of Financial Accounting Standards No.
                  123 ("SFAS 123"), "Accounting For Stock-Based Compensation."
                  Accordingly, no earned or unearned compensation cost was
                  recognized in the accompanying condensed consolidated
                  financial statements for the stock options granted by the
                  Company to its employees since all of those options have been
                  granted at exercise prices that equaled or exceeded the market
                  value at the date of grant. The Company's historical net loss
                  and loss per share and pro forma net loss and loss per share
                  assuming compensation cost had been determined in 2003 and
                  2002 based on the fair value at the grant date for all awards
                  by the Company consistent with the provisions of SFAS 123 are
                  set forth below:




                                      F-8
<PAGE>


                       Image Technology Laboratories, Inc.

                     Notes to Condensed Financial Statements
                                   (Unaudited)


Note 4 - Stock options (concluded):
<TABLE>
<CAPTION>

                                                                                Three Months Ended
                                                                                   MARCH 31,
                                                                         ------------------------------
                                                                             2003             2002
                                                                          -----------      ------------

<S>                                                                         <C>               <C>
                  Net loss - as reported                                    $(36,746)         $(254,787)

                  Deduct total stock-based employee compensation
                      expense determined under a fair value based
                      method for all awards                                   (2,000)           (40,000)
                                                                          ----------        -----------

                  Net loss - pro forma                                      $(38,746)         $(294,787)
                                                                            ========          =========

                  Net loss per share:
                      Basic - as reported                                   $(  -  )         $(.02)
                                                                            -------          -----
                      Basic - pro forma                                     $(  -  )         $(.02)
                                                                            =======          =====
</TABLE>


Note 5 - Income taxes:
                  As the ultimate realization of the potential benefits of the
                  Company's net operating loss carryforwards is considered
                  unlikely by management, the Company has offset the deferred
                  tax assets attributable to those potential benefits through
                  valuation allowances and, accordingly, the Company did not
                  recognize any credits for income taxes in the accompanying
                  condensed statements of operations to offset its pre-tax
                  losses.




                                      * * *




                                      F-9
<PAGE>







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

OVERVIEW

The following is a discussion of certain factors affecting Image Technology
Laboratories, Inc.'s results of operations, liquidity, and capital resources.
You should read the following discussion and analysis in conjunction with Image
Technology Laboratories, Inc's unaudited condensed financial statements and
related notes which are included elsewhere in this filing.

Image Technology Laboratories, Inc. has entered the medical image management
segment of the healthcare information systems market. We were incorporated in
Delaware on December 5, 1997. Image Technology has developed a fully integrated
"radiology information system/picture archiving and communications", known as
RIS/PACS for use in the management of medical diagnostic images and patient
information by hospitals. The PACS portion of the system inputs and stores
diagnostic images in digital format from original imaging sources such as:
computerized tomography, or CT scans Magnetic resonance imaging, or MRIs,
ultrasound, nuclear imaging and digital fluoroscopy. 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
visit. All of the data is retained in standard formats, including DICOM and HL-7
standards.

We were a development stage company for accounting purposes, and were required
to make certain related disclosures from January 1, 1998 (date of inception)
through April 2002, at which time our WARPSPEED PACS/RIS software product became
available for sale. From time to time, we have and will continue to derive
revenues from the provision of radiology and imaging services to affiliated and
nonaffiliated companies. However, management expects that we will derive our
revenues in the future primarily from sales of our software products. We
obtained our first contract for the sale of our software product and related
hardware and maintenance services in August 2002. Accordingly, we are no longer
in the development stage.

Although we have incurred recurring losses and negative cash flows from our
operating activities since inception, we have cash and cash equivalents of
approximately $47,000 and an approximate working capital deficiency of only
$2,000 as of March 31, 2003. We expect a reduction in the level of such losses
now that sales of the Company's software products have commenced. A substantial
portion of our losses have been attributable to non-cash charges. As of March
31, 2003, certain stockholders of the Company had agreed to defer approximately
$516,000 of compensation due them under their employment agreements as of that
date until March 31, 2004 and to defer certain additional amounts that will
accrue after March 31, 2003 which has and will continue to preserve our
liquidity. During September 2002 we obtained a $75,000 working capital loan from
a financial institution that we had not drawn on as of March 31, 2003.
Management believes that as a result of the additional cash flows from the
software product sales and our ability to draw on the working capital loan and
defer payments to certain stockholders, we will be able to continue to meet our
obligations as they become due through at least March 31, 2004. 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.



<PAGE>





RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2003 COMPARED TO THE
THREE MONTHS ENDED MARCH 31, 2002

Revenues:

We were a development stage company from January 1, 1998 (date of inception)
through April 2002, at which time our software was available for sale. During
the three months ended March 31, 2003, we derived service revenue of
approximately $151,000. In addition, during the three months ended March 31,
2003, we earned approximately $35,000 from the sale of our initial unit, as well
as deferring approximately $58,000 of revenue relating to the sale which will be
recognized ratably over the period in which we are required to provide
maintenance and other services.

Research and Development Expenses:

During the three months ended March 31, 2003 we incurred research and
development expenses of approximately $75,000 as compared with approximately
$179,000 during the first quarter of 2002. These expenses consisted primarily of
compensation to our three founders under their employment contracts. In
addition, $75,000 of these expenses in the first quarter of 2002 was
attributable to compensation associated with the issuance of the shares of
preferred stock to the founders, a non-cash charge. During the first quarter of
2002, one of our founders was terminated for cause for breach of his employment
agreement. As a result, our research and development expenses were reduced and
should remain at this reduced level for the foreseeable future.

General and Administrative Expenses:

During the three months ended March 31, 2003, we incurred general and
administrative expenses of approximately $108,000 as compared to approximately
$83,000 during the first quarter of 2002. The increase of $25,000 is primarily
attributable to an increase in payroll and other overhead items as well as
additional costs incurred as we built up our infrastructure.


Sales and Marketing Expenses:

During the three months ended March 31, 2003, we began to incur marketing
expenses as we introduced our product for sale. During this period, we incurred
approximately $40,000 of such costs.

Net Loss:

As a result of the aforementioned, we incurred a loss of approximately $37,000
(or less than $.01 per share) for the three months ended March 31, 2003 as
compared to a loss of approximately $255,000 ($.02 per share) for the three
months ended March 31, 2002.

LIQUIDITY AND CAPITAL RESOURCES:

As of March 31, 2003, we had cash and cash equivalents and a working capital
deficiency of $47,000 and $2,000, respectively. To date, the principal sources
of our capital resources include proceeds from issuance of shares of common
stock to our founders of $21,250 and the net proceeds from the private placement
of units of common stock and warrants during 2000 of approximately $180,000.
Then on October 15, 2000, we completed an initial public offering, whereby we
sold units consisting of one share of common stock and one warrant to purchase
one share of common stock and received aggregate proceeds of approximately
$840,000. In addition, in January 2002, we sold 100,000 shares of our common
stock to a Company wholly-owned by our principal stockholder at $.25 per share
(the approximate fair value of the shares at the time of sale) and received
proceeds of $100,000. Then, during September 2002, we sold an additional 75,000
shares of our common stock to the same Company for $.28 per share (the
approximate fair value of the shares at the time of sale) and received proceeds
of $21,000. To date, we received approximately $167,000 upon the exercise of
warrants and issuance of shares of common stock. The aforementioned proceeds
have been used for working capital and general corporate purposes.






<PAGE>

In addition to the aforementioned equity transactions, we have funded a part of
our accumulated loss of approximately $2,504,000 by having our founders defer
approximately $516,000 of compensation due them under their employment
agreements.

In September 2002, we applied for, and received, a line of credit from M & T
Bank for one year in the amount of $75,000. Management believes the terms of the
agreement are favorable to the Company.

We have recently executed a five-year lease (at $700 per month) for office space
at "Tech City", formally 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 both our growing research and development team and a
sales/marketing force.

On February 11, 2003, we reduced the exercise price of our Class A $.40 warrants
and our Class B $.50 warrants to $.20 during the period commencing February 18,
2003 and ending July 1, 2003. Thereafter, the exercise price will revert back to
$.40 and $.50, respectively, until October 15, 2003 when they expire. During the
three months ended March 31, 2003, we received $1,200 and issued 6000 shares of
common stock upon the exercise of 6,000 warrants.

In February 2003, we went to contract for the installation of one of our systems
at St. Anthony's Hospital, Warwick, NY. The system is being installed as an ASP,
whereby payment is made on a per procedure basis. ITL will retain ownership of
the assets for tax purposes, and St. Anthony's Hospital will pay for usage as an
expense item. The management of Bon Secours has given St. Anthony's permission
to proceed with the contracting process. Bon Secours Baltimore Health System,
Inc. owns St. Anthony's.


<PAGE>




ITEM 3. CONTROLS AND PROCEDURES

(a) DISCLOSURE CONTROLS AND PROCEDURES. Within 90 days before filing this
    report, the Company evaluated the effectiveness of the design and operation
    its disclosure controls and procedures. The Company's disclosure
    of controls and procedures are the controls and other procedures that it
    designed to ensure that it records, processes, summarizes and reports in a
    timely manner the information it must disclose in reports that it files
    with or submits to the Securities and Exchange Commission. David Ryon, the
    Company's President, CEO and Principal Financial and Accounting Officer
    supervised and participated in this evaluation. Based on this evaluation.
    Dr. Ryon concluded that, as of the date of his evaluation, the Company's
    disclosure controls and procedures were effective.

(b) INTERNAL CONTROLS. Since the date of the evaluation described above, there
    have not been any significant changes in the Company's Internal Accounting
    Controls or in other factors that could significantly affect those
    controls.






<PAGE>





CAUTIONARY STATEMENT FOR THE PURPOSES OF THE SAFE HARBOR PROVISIONS OF THE
PRIVATE SECURITIES ACT OF 1935

The Statements contained in the section captioned Management's Discussion and
Analysis of Financial Condition and Results of Operations which are not
historical are "forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. These forward-looking statements represent the
Company's present expectations or beliefs concerning future events. The Company
cautions that such forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Company to be materially different from any future
results, performance, or achievements expressed or implied by such
forward-looking statements. Such factors include, among other things, the
uncertainty as to the Company's future profitability, the uncertainty as to the
demand for the Internet virtual communities; increasing competition; the ability
to hire, train, and retrain sufficient qualified personnel; the ability to
obtain financing on acceptable terms to finance the Company's growth.








<PAGE>

                                    PART II

Item 1. Legal Proceedings. None

Item 2. Changes in Securities.

During the three months ended March 31, 2003, we received $1,200 and issued 6000
shares of common stock upon the exercise of 6000 warrants.

Item 3. Defaults Upon Senior Securities. None.

Item 4. Submission of Matters to a Vote of Security Holders. There are no
reportable events relating to this item .

Item 5. Other Information. There are no reportable events relating to this item.

Item 6. Exhibits and Reports on Form 8-K.

(A) 99.3 and 99.4. (B) None

Pursuant to 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.




IMAGE TECHNOLOGY LABORATORIES, INC.
Date: May 15, 2003



/S/ DAVID RYON
--------------
David Ryon, CEO, President and
Principal Financial and
Accounting Officer










<PAGE>







CERTIFICATIONS

I, DAVID RYON, certify that:

1.        I have reviewed this Quarterly Report on form 10QSB of IMAGE
          TECHNOLOGY LABORATORIES, INC.;

2.        Based on my knowledge, this Quarterly Report does not contain any
          untrue statement of a material fact or omit to state a material fact
          necessary to make the statements made, in light of the circumstances
          under which such statements were made, not misleading with respect to
          the period covered by this Quarterly Report;

3.        Based on my knowledge, the financial statements, and other financial
          information included in this Quarterly Report, fairly present in all
          material respects the financial condition, results of operations and
          cash flows of the registrant as of, and of, the periods presented in
          this Quarterly Report;

4.        The registrant's other certifying officers and I are responsible for
          establishing and maintaining disclosure controls and procedures (as
          defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
          and we have:

a.        Designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this Quarterly
          Report is being prepared;

b.        Evaluated the effectiveness of the registrant's  disclosure controls
          and procedures as of a date with in 90 days prior to the filing date
          of this Quarterly Report (the "Evaluation Date"); and

c.        Presented in this Quarterly Report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.        The registrant's other certifying officers and I have disclosed, based
          on our most recent evaluation, to the registrant's auditors and the
          audit committee of registrant's board of directors (or persons
          performing the equivalent function):

a.        All significant deficiencies in design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

b.        Any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6.        The registrant's other certifying officers and I have indicated in
          this Quarterly Report whether or not there were significant changes in
          internal controls or in other factors that could significantly affect
          internal controls subsequent to the date of our most recent
          evaluation, including any corrective actions with regard to
          significant deficiencies and material weaknesses.


Date:    May 15, 2003


                                           /S/ DAVID RYON
                                           ------------------------
                                           David Ryon
                                           Chief Financial Officer


<PAGE>


CERTIFICATIONS

I, DAVID RYON, certify that:

1.       I have reviewed this Quarterly Report on form 10QSB of IMAGE
         TECHNOLOGY LABORATORIES, INC.;

2.       Based on my knowledge, this Quarterly Report does not contain any
         untrue statement of a material fact or omit to state a material fact
         necessary to make the statements made, in light of the circumstances
         under which such statements were made, not misleading with respect to
         the period covered by this Quarterly Report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this Quarterly Report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and of, the periods presented in
         this Quarterly Report;

4.       The registrant's other certifying officers and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         we have:

a.       Designed such disclosure controls and procedures to ensure that
         material information relating to the registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this Quarterly Report
         is being prepared;

b.       Evaluated the effectiveness of the registrant's  disclosure  controls
         and procedures as of a date with in 90 days prior to the filing date of
         this Quarterly Report (the "Evaluation Date"); and

c.       Presented in this Quarterly Report our conclusions about the
         effectiveness of the disclosure controls and procedures based on our
         evaluation as of the Evaluation Date;

5.       The registrant's other certifying officers and I have disclosed, based
         on our most recent evaluation, to the registrant's auditors and the
         audit committee of registrant's board of directors (or persons
         performing the equivalent function):

a.       All significant deficiencies in design or operation of internal
         controls which could adversely affect the registrant's ability to
         record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and

b.       Any fraud, whether or not material, that involves management or other
         employees who have a significant role in the registrant's internal
         controls; and

6.       The registrant's other certifying officers and I have indicated in this
         Quarterly Report whether or not there were significant changes in
         internal controls or in other factors that could significantly affect
         internal controls subsequent to the date of our most recent evaluation,
         including any corrective actions with regard to significant
         deficiencies and material weaknesses.


Date:    May 15, 2003


                    /S/  DAVID RYON
                    ----------------
                    David  Ryon

                    President, Chief Executive Officer

<PAGE>