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

AMENDMENT NO. 1 TOFORM 10-KSB

(Mark One) **x******Annual
  Report Pursuant To Section 13 Or 15(D) Of The Securities Exchange Act Of 1934
  For the fiscal year ended December 31, 2002

** ̈**
  Transition Report Under Section 13 Or 15(D) Of The Securities Exchange Act Of
  1934
  For the transition period from ____________ to ____________

COMMISSION FILE NUMBER0-50119

IMAGE INNOVATIONS HOLDINGS INC.(Formerly Busanda Explorations Inc.)
  (Name of small business issuer in its charter)

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

Securities registered under Section 12(b) of the Exchange Act:
  NONE.

Securities registered under Section 12(g) of the Exchange Act:
  COMMON STOCK, PAR VALUE $0.001

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  ̈

Check if there is no disclosure of delinquent filers in response
  to Item 405 of Regulation S-B is not contained in this form, and no disclosure
  will be contained, to the best of registrant's knowledge, in definitive proxy
  or information statements incorporated by reference in Part III of this Form
  10-KSB or any amendment to this Form 10-KSB. **x**

State issuer's revenues for its most recent fiscal year: $NIL

State the aggregate market value of the voting and non-voting
  common equity held by non-affiliates computed by reference to the price at which
  the common equity was sold, or the average bid and asked price of such common
  equity, as of a specified date within the past 60 days. (See definition of affiliate
  in Rule 12b-2  of the Exchange Act.) $17,124,000 as
  of September 12, 2003

State the number of shares outstanding of each of the issuer's
  classes of common equity, as of the latest practicable date. 18,170,000 Shares
  of $0.001 par value Common Stock outstanding as of September 12, 2003.

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

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THIS AMENDMENT NO. 1 TO ANNUAL REPORT ON FORM 10-KSB HEREBY
  AMENDS ITEMS 5, 11 AND 13 OF THE ANNUAL REPORT ON FORM 10-KSB FILED BY IMAGE
  INNOVATIONS HOLDINGS INC. (FORMERLY BUSANDA EXPLORATIONS INC.) ON MARCH 31,
  2003.

ITEM 5.        MARKET
  FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our Common Stock became eligible for trading on the OTCBB
  under the symbol BNSE effective March 3, 2003. There were no trades of our common
  stock during our fiscal year ended December 31, 2002.

Shares of our common stock held by our affiliates and promoters
  as at March 30, 2003 are currently not eligible for resale in reliance of Rule
  144 of the Securities Act of 1933 as we were a development stage company whose
  principal business purpose was to locate and consummate a merger or acquisition
  with a private entity as at March 30, 2003. Our sole affiliates at March 30,
  2003 were Mr. Derick Sinclair, our sole director and executive officer, and
  RFH Investments, the beneficial owner of more than 10% of our outstanding shares
  of common stock as at March 30, 2003. RFH Investments is a private company beneficially
  owned by Sheila Andrews, a business associate of Mr. Sinclair.

At December 31, 2002 and as of March 30, 2003, there are approximately
  29 equity security holders. This number does not include shareholders whose
  stock is held through securities position listings.

We paid no dividends for the years ended December 31, 2002
  or 2001. Payment of dividends is within the discretion of our Board of Directors
  and there are no material restrictions that limit our ability to pay dividends
  on the Common Stock; however, we have adopted the policy to reinvest earnings
  to fund future growth. Accordingly, we have not paid dividends and do not anticipate
  declaring dividends on our Common Stock in the foreseeable future.

ITEM 11.        SECURITY
  OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth the total number of shares
  owned beneficially by each of the directors, officers and key employees, individually
  and as a group, and the present owners of 5% or more of total outstanding shares
  as at March 30, 2003. The stockholders listed below have direct ownership of
  their shares and possess sole voting and dispositive power with respect to the
  shares.

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|Title of class        | Name and address ofbeneficial owner                                                                                 | Number of Sharesof Common Stock | Percentage ofCommon Stock (1)
|--------------------- | ------------------------------------------------------------------------------------------------------------------- | ------------------------------- | -----------------------------
|DIRECTORS ANDOFFICERS |                                                                                                                     |                                 |                              
|Common Stock          | Derick Sinclair 1550 Ostler Court N. Vancouver, B.C.,
      Canada V7K 2P1                                          | 1,000,000                       | 12.3%                        
|Common Stock          | All Officers and Directors as a group (total of 1)                                                                  | 1,000,000                       | 12.3%                        
|5% SHAREHOLDERS       |                                                                                                                     |                                 |                              
|Common Stock          | RFH Investments Blue Cotil Samaras Inner Rd. St.
      Clement JE2 60N United Kingdom                               | 1,250,000(2)                    | 15.3%                        
|Common Stock          | Sawbill Contracting Ltd. P.O. Box 1436 #46 Cayman
      Reef Resort Georgetown, Grand Cayman West Indies            | 800,000(3)                      | 9.8%                         
|Common Stock          | New Age Development Ltd. Albany Street Blair Estates
      Nassau, Bahamas                                          | 800,000(4)                      | 9.8%                         
|Common Stock          | Middlegate Investments Inc.
      The Bahamas Financial Center P.O. Box N-4584 Shirley Street
      Nassau, Bahamas | 800,000(5)                      | 9.8%                         
|Common Stock          | Millport Securities Ltd. P.O. Box N-8318 Nassau, Bahamas                                                            | 500,000(6)                      | 6.1%                         
|Common Stock          | Spartan Capital Inc. 7 Prince Street Belize City,
      Belize                                                      | 800,000(7)                      | 9.8%                         
|Common Stock          | Spacestar Enterprises Limited 2 Limassol Avenue Nicosia
      2003 Cyprus                                           | 750,000(8)                      | 9.2%                         

|(1) | Under Rule 13d-3, a beneficial owner
        of a security includes any person who, directly or indirectly, through
        any contract, arrangement, understanding, relationship, or otherwise has
        or shares: (i) voting power, which includes the power to vote, or to direct
        the voting of shares; and (ii) investment power, which includes the power
        to dispose or direct the disposition of shares. Certain shares may be
        deemed to be beneficially owned by more than one person (if, for example,
        persons share the power
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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|    | to vote or the power to dispose of the
        shares). In addition, shares are deemed to be beneficially owned by a
        person if the person has the right to acquire the shares (for example,
        upon exercise of an option) within 60 days of the date as of which the
        information is provided. In computing the percentage ownership of any
        person, the amount of shares outstanding is deemed to include the amount
        of shares beneficially owned by such person (and only such person) by
        reason of these acquisition rights. As of March 30, 2003, there were 8,155,000
        shares of our common stock issued and outstanding.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(2) | Sheila Andrews is the beneficial owner
        of RFH Investments and is a business associate of Mr. Derick Sinclair.
        Busanda and RFH Investments entered into an Assignment of Option to Purchase
        Agreement on May 25, 1998, to acquire a 100% interest in mineral claims
        in Canada. The 1,250,000 shares were issued to RFH Investments, an unrelated
        third party, pursuant to the terms of the Assignment of Option to Purchase
        Agreement.                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(3) | David Craven is the beneficial owner
        of Sawbill Contracting Ltd. and is a business acquaintance of Mr. Derick
        Sinclair.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(4) | Kim Pritchard is the beneficial owner
        of New Age Development Ltd and is a business acquaintance of Mr. Derick
        Sinclair.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(5) | Len Davies is the beneficial owner of
        Middlegate Investments Inc. and is a business acquaintance of Mr. Derick
        Sinclair.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(6) | Beryl King is the beneficial owner of
        Millport Securities Ltd. and is a business acquaintance of Mr. Derick
        Sinclair.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(7) | Eugenia Akrabova is the beneficial owner
        of Spartan Capital Inc and is a business acquaintance of Mr. Derick Sinclair.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(8) | Andrew Williams is the beneficial owner
        of Spacestar Enterprises Limited and is a business acquaintance of Mr.
        Derick Sinclair.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

Our current officers and directors, namely Alain Kardos, our
  president and a director, Mr. Clifford Wilkins, our chief executive officer
  and a director, and Mr. Christopher Smith, our chief financial officer and a
  director, do not have any relationships with Mr. Sinclair, other than the fact
  that Mr. Smith and Mr. Sinclair were business acquaintances, or any of the principal
  shareholders of the Company listed above or their beneficial owners.

Mr. Derick Sinclair, the Companys sole director and
  executive officer and the owner of 1,000,000 shares of our common stock as at
  March 30, 2003, does not have any prior shell company experience.
  Mr. Sinclair, in the capacity of director, officer or principal shareholder,
  has not caused any shell company to enter into any business combination
  transaction. The Companys current officers and directors, namely, Alain
  Kardos, president, Clifford Wilkins, chief executive officer and Christopher
  Smith, chief financial officer, do not have any prior shell company
  experience and have not caused any shell company to enter any business
  combination transaction. A shell company refers to a development
  stage company that has no specific business plan or purpose or has indicated
  that its business plan is to engage in a merger or acquisition with an unidentified
  company or companies. To the Companys knowledge, Sheila Anderson, the
  beneficial owner of RFH Investments, one of the Companys 10% shareholders,
  does not have any shell company experience.

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ITEM 13.       EXHIBITS AND REPORTS ON FORM
  8-K.

EXHIBITS REQUIRED BY ITEM 601

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

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

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SIGNATURES

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

IMAGE INNOVATIONS HOLDINGS INC.

|Date: | SEPTEMBER 18, 2003       | 
|----- | ------------------------ | 
|      |                          | 
|      |                          | 
|By:   | /s/ Clifford Wilkins     | 
|      | CLIFFORD WILKINS         | 
|      | CHIEF EXECUTIVE OFFICER, | 
|      | AND DIRECTOR             | 

In accordance with the Securities Exchange Act, this report
  has been signed below by the following persons on behalf of the registrant and
  in the capacities and on the dates indicated.

|By: | /s/ Clifford Wilkins                                           | 
|--- | -------------------------------------------------------------- | 
|    | Clifford Wilkins, Chief Executive Officer                      | 
|    | (Principal Executive Officer)                                  | 
|    | Director                                                       | 
|    | Date:       September 18, 2003                                 | 
|    |                                                                | 
|By: | /s/ Christopher Smith                                          | 
|    | Christopher Smith, Treasurer and Chief Financial Officer       | 
|    | (Principal Financial Officer and Principal Accounting Officer) | 
|    | Director                                                       | 
|    | Date:       September 18, 2003                                 | 
|    |                                                                | 
|By: | /s/ Alain Kardos                                               | 
|    | Alain Kardos, President, Secretary and Chief Operating Officer | 
|    | (Principal Executive Officer)                                  | 
|    | Director                                                       | 
|    | Date:       September 18, 2003                                 | 

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