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

                                  FORM 10-QSB/A
                                (Amendment No. 1)

(Mark One)

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

                 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2003.

                                       OR

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

           FOR THE TRANSITION PERIOD FROM ___________ TO ___________.


                        COMMISSION FILE NUMBER 000-29927


                                IMPROVENET, INC.
             (Exact name of registrant as specified in its charter)


           DELAWARE                                              77-0452868
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                           Identification Number)


                        8930 E. RAINTREE DRIVE, SUITE 300
                              SCOTTSDALE, AZ 85260
                    (Address of principal executive offices)


                                 (480) 346-0000
                           (Issuer's telephone number)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. YES [X] NO [ ]

The number of shares  outstanding of the  registrant's  common stock,  $.001 par
value, was 39,210,315 as of April 30, 2003.
<PAGE>
                                ImproveNet, Inc.

                                   Form 10-QSB

                      For the Quarter Ended March 31, 2003

                                      Index
PART I  FINANCIAL INFORMATION

<TABLE>
<S>     <C>                                                                                                        <C>
Item 1   Financial Statements:

         Condensed Consolidated Balance Sheets as of March 31, 2003 and
         December 31, 2002 (Unaudited).............................................................................   1

         Condensed Consolidated Statements of Operations for the three months
         ended March 31, 2003 and 2002 (Unaudited).................................................................   2

         Condensed Consolidated Statements of Cash Flows for the three months
         ended March 31, 2003 and 2002 (Unaudited).................................................................   3

         Notes to Unaudited Condensed Consolidated Financial Statements............................................   4

Item 2   Management's Discussion and Analysis of Financial Condition and Results of Operations.....................   7

Item 3   Controls and Procedures...................................................................................  13

PART II  OTHER INFORMATION

Item 1   Legal Proceedings.........................................................................................  14

Item 2   Changes in Securities.....................................................................................  14

Item 3   Defaults upon Senior Securities...........................................................................  14

Item 4   Submission of Matters to a Vote of Security Holders.......................................................  14

Item 5   Other Information.........................................................................................  14

Item 6   Exhibits and Reports on Form 8-K..........................................................................  14

SIGNATURES.........................................................................................................  15

Section 302 Certifications.........................................................................................  16
</TABLE>

                                        i
<PAGE>
PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                                IMPROVENET, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                           MARCH 31, 2003   DECEMBER 31, 2002
                                                                           --------------   -----------------
<S>                                                                          <C>               <C>
Current Assets:                                                              (unaudited)
  Cash and cash equivalents                                                  $   196,028       $   446,833
  Accounts receivable, net                                                       392,767           329,657
  Receivable from stock transfer agent                                                --           594,715
  Other receivables                                                                   --             1,000
  Prepaid expenses                                                                69,938            55,054
  Costs and estimated earnings in excess of billings
    on uncompleted software contracts                                             39,525             4,100
                                                                             -----------       -----------

       Total Current Assets                                                      698,258         1,431,359
                                                                             -----------       -----------

Property and equipment, net                                                      145,388           157,994
                                                                             -----------       -----------

        Total Assets                                                         $   843,646       $ 1,589,353
                                                                             ===========       ===========

Current Liabilities:
  Notes payable - current portion                                            $        --       $    12,592
  Obligations under capital leases - current portion                              14,759            15,843
  Line of credit                                                                  72,255            77,755
  Accounts payable                                                               133,536           221,096
  Accrued compensation                                                            73,598           194,082
  Accrued customer claims                                                        137,080           137,080
  Accrued furniture lease buyout - current portion                                45,000           216,376
  Accrued merger and tender offer redemption liabilities                              --         2,378,029
  Deferred revenue                                                                26,333            35,958
  Billings in excess of costs and estimated earnings
    on uncompleted software contracts                                             22,500            89,250
  Other liabilities and accrued expenses                                         252,835            23,453
                                                                             -----------       -----------

       Total Current Liabilities                                                 777,896         3,401,514

Long-Term Liabilities:
  Notes payable -  long-term portion                                                  --               605
  Obligations under capital leases - long-term portion                            24,860            26,275
  Accrued furniture lease buyout - long-term portion                              67,500                --
                                                                             -----------       -----------

       Total Liabilities                                                         870,256         3,428,394
                                                                             -----------       -----------

Commitments and Contingencies:                                                        --                --

Stockholders' Deficit
  Common Stock, $.001 par value, 100,000,000 shares
     authorized, 53,124,290 shares issued and 39,210,315
     and 53,124,290 shares outstanding at March 31, 2003
     and December 31, 2002, respectively                                          53,124            53,124
  Additional paid-in capital                                                     482,570           482,570
  Accumulated deficit                                                           (562,304)         (412,794)
                                                                             -----------       -----------

                                                                                 (26,610)          122,900
  Less: Treasury stock subscribed, at cost,
           underliying 13,913,975 shares                                              --        (1,961,941)
                                                                             -----------       -----------

       Total Stockholders' Deficit                                               (26,610)       (1,839,041)
                                                                             -----------       -----------

       Total Liabilities and Stockholders' Equity                            $   843,646       $ 1,589,353
                                                                             ===========       ===========
</TABLE>

                         See accompanying notes to the
             unaudited condensed consolidated financial statements

                                       1
<PAGE>
                                IMPROVENET, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                      FOR THE THREE MONTHS ENDED MARCH 31,
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                             2003            2002
                                                         ------------    ------------
<S>                                                      <C>             <C>
Revenues                                                 $    807,651    $    195,318
Cost of Revenues                                              530,560          30,467
                                                         ------------    ------------

Gross Profit                                                  277,091         164,851

Selling, General and Administrative Expenses                  408,142         152,230
Research and Development Expenses                              89,089          42,255
Marketing Expenses                                             40,995           6,046
                                                         ------------    ------------

Loss from Operations                                         (261,135)        (35,680)

Other Revenues (Expenses)
  Interest income                                               2,787              36
  Interest expense and financing costs                         (3,410)        (12,587)
  Loss on disposal of property and equipment                       --         (64,242)
  Miscellaneous income                                          8,372             220
                                                         ------------    ------------

Loss from Operations before Extraordinary Gain               (253,386)       (112,253)

Benefit for Income Taxes                                           --              --
                                                         ------------    ------------

LOSS BEFORE EXTRAORDINARY GAIN                               (253,386)       (112,253)

Extraordinary Gain - Relief of Debt                           103,876              --
                                                         ------------    ------------

Net Loss                                                 $   (149,510)   $   (112,253)
                                                         ============    ============
LOSS PER SHARE - BASIC AND DILUTED

  - Loss before extraordinary gain                       $      (0.01)   $      (0.01)
                                                         ============    ============
  - Extraordinary gain                                           0.00              --
                                                         ============    ============
  - Net loss per common share                            $      (0.00)   $      (0.01)
                                                         ============    ============

Weighted average common shares; basic and diluted          40,107,991      20,000,000
                                                         ============    ============
</TABLE>

                          See accompanying notes to the
             unaudited condensed consolidated financial statements

                                       2
<PAGE>
                                IMPROVENET, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                      FOR THE THREE MONTHS ENDED MARCH 31,
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                      2003           2002
                                                                  -----------    -----------
<S>                                                               <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                                        $  (149,510)   $  (112,253)

  Adjustments to reconcile net income to net cash
   used in operating activities:
    Depreciation and amortization                                      19,000         21,081
    Extraordinary gain                                               (103,876)            --
    Treasury stock subscribed                                       1,961,941             --
    Loss on disposal of property and equipment                             --         64,242
  Changes in:
    Accounts receivable, net                                          (63,110)       (13,330)
    Accounts receivable - other                                         1,000             --
    Receivable from stock transfer agent                              594,715             --
    Costs and estimated earnings in excess of billings
      on uncompleted contracts                                        (35,425)            --
    Prepaid expenses                                                  (14,884)        (6,590)
    Accounts payable                                                  (87,560)        32,066
    Accrued compensation                                             (120,484)        26,500
    Accrued merger and tender offer redemption liabilities         (2,378,029)            --
    Other liabilities and accrued expenses                            229,382         15,797
    Billings and estimated earnings in excess of costs
      on uncompleted contracts                                        (66,750)            --
    Deferred revenue                                                   (9,625)       (37,500)
                                                                  -----------    -----------
  Net cash used in continuing operations                             (223,215)        (9,987)
                                                                  -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES
  Note receivable                                                          --             --
  Collection of notes receivable                                           --             --
  Purchase of property, plant and equipment                            (6,394)          (499)
                                                                  -----------    -----------
  Net cash provided by (used in) investing activities                  (6,394)          (499)
                                                                  -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES
  Repayment of debt                                                   (13,197)        (9,361)
  Repayment of capital leases                                          (2,499)       (11,783)
  Repayment on line of credit                                          (5,500)            --
  Proceeds from sale of common stock, net                                  --             --
                                                                  -----------    -----------
  Net cash provided by (used in) financing activities                 (21,196)       (21,144)
                                                                  -----------    -----------

Net increase (decrease) in cash and cash equivalents                 (250,805)       (31,630)
Cash and cash equivalents, beginning of period                        446,833         31,630
                                                                  -----------    -----------
Cash and cash equivalents, end of period                          $   196,028    $        --
                                                                  ===========    ===========

SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION
  Interest paid                                                   $     3,410    $    12,587
                                                                  ===========    ===========
  Income taxes paid                                               $        --    $        --
                                                                  ===========    ===========
</TABLE>

                          See accompanying notes to the
             unaudited condensed consolidated financial statements

                                       3
<PAGE>
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                       FOR THE PERIOD ENDED MARCH 31, 2003


NOTE 1 - NATURE OF BUSINESS AND BASIS OF PRESENTATION

     ImproveNet,  Inc.,  a Delaware  corporation  ("ImproveNet"  or  "Company"),
operates in two business segments:

     Software - the Company  licenses,  installs and maintains  its  proprietary
e-commerce  software products to companies  primarily  operating in the Building
Materials  Industry (BMI). The software  segment consists  primarily of products
developed by eTechLogix.

     Information  Services - Under the brand  ImproveNet this service provides a
source  for  home  improvement  information  services  for  homeowners,  service
providers and suppliers nationwide.

     A  leading  brand  since  1996,  ImproveNet  has the  breadth  of  industry
knowledge,  and the  credibility  within the  homeowner and  contractor  market,
software design expertise and partnerships  with industry  leaders,  to leverage
the opportunity  within the $1 Trillion annual BMI.  ImproveNet's  mission is to
automate the BMI and connect the entire Value-Chain with innovative software and
outstanding services.

     The unaudited condensed consolidated balance sheet as of March 31, 2003 and
the related unaudited  condensed  consolidated  statements of operations for the
three month period ended March 31, 2003 and 2002,  and unaudited  condensed cash
flows for the three months ended March 31, 2003 and 2002  presented  herein have
been prepared in accordance with accounting principles generally accepted in the
United  States for interim  financial  information  and in  accordance  with the
instructions  to Form  10-QSB.  Accordingly,  certain  information  and footnote
disclosures  normally  included in financial  statements  prepared in accordance
with generally accepted accounting principles have been condensed or omitted. In
our  opinion,  the  accompanying  condensed  consolidated  financial  statements
include all  adjustments  necessary for a fair  presentation  of such  condensed
consolidated  financial  statements.  Such  necessary  adjustments  consisted of
normal  recurring  items and the  elimination  of all  significant  intercompany
balances, transactions and stock holdings.

     These interim condensed consolidated financial statements should be read in
conjunction with the Company's  December 31, 2002, Annual Report on Form 10-KSB.
Interim results are not necessarily indicative of results for a full year.

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

     LOSS PER SHARE

     Basic loss per share of common  stock was  computed by dividing net loss by
the weighted average number of shares outstanding of common stock.

     Diluted  earnings  per share are  computed  based on the  weighted  average
number of shares of common stock and dilutive securities  outstanding during the
period. Dilutive securities are options and warrants that are freely exercisable
into common stock at less than the prevailing market price.  Dilutive securities
are not included in the weighted  average number of shares when inclusion  would
increase the earnings per share or decrease the loss per share.

     NEW ACCOUNTING PRONOUNCEMENT

     In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation  - Transition  and  Disclosure - an amendment of FASB Statement No.
123." This statement provides  alternative methods of transition for a voluntary
change to the fair value method of accounting for stock-based compensation.  The
statement  amends  the  disclosure  requirements  of FASB  Statement  No. 123 to
require  prominent  disclosure in both annual and interim  financial  statements
about the method of accounting for  stock-based  compensation  and the effect of
the method  used on  reported  results.  The Company  accounts  for  stock-based
compensation  arrangements  in  accordance  with the  provisions  of  Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," and
complies  with  the  disclosure  provisions  of  FASB  Statement  No.  123.  The
transition  provisions  are effective for fiscal years ending after December 15,
2002. The  disclosure  provisions  are effective for interim  periods  beginning
after  December  15,  2002.  The Company  implemented  the  required  disclosure
provisions in the three-month period ending March 31, 2003. The adoption of this
statement did not have a material impact on the Company's consolidated financial

                                       4
<PAGE>
position,  results of  operations or cash flows as the Company is not making the
voluntary  change  to the  fair  value  method  of  accounting  for  stock-based
compensation.

NOTE 2 - STOCK OPTIONS

     The  company  has  adopted  FAS  No.  123,   "Accounting   for  Stock-Based
Compensation".  Under FAS No. 123, companies can, but are not required to, elect
to recognize  compensation expense for all stock-based awards using a fair value
methodology.   The  company  has  adopted  the  disclosure-only  provisions,  as
permitted  by FAS No. 123.  The  company  applies APB Opinion No. 25 and related
interpretations in accounting for its stock-based plans.  Accordingly,  there is
no related  compensation  expense recorded in the Company's financial statements
for the periods  presented.  Had compensation cost for stock-based  compensation
been  determined  based on the fair  value of the  options  at the  grant  dates
consistent  with the  method of SFAS 123,  the  Company's  net loss and loss per
share for the three months ended March 31, 2003 and 2002 would have been reduced
to the pro forma amounts presented below:

<TABLE>
<CAPTION>
                                                THREE MONTHS ENDED MARCH 31,
                                             ----------------------------------
                                                 2003                  2002
                                             ------------          ------------
<S>                                         <C>                   <C>
Net loss:
As reported                                  $   (149,510)         $   (112,235)
                                             ============          ============
Pro forma                                    $   (224,510)         $   (112,235)
                                             ============          ============
LOSS PER SHARE:
As reported                                  $      (0.00)         $      (0.01)
                                             ============          ============
Pro forma                                    $      (0.01)         $      (0.01)
                                             ============          ============
</TABLE>

     The fair value of the 750,000  option grants during the quarter ended March
31,  2003 is  estimated  as of the date of  grant  utilizing  the  Black-Scholes
option-pricing  model with the following  weighted  average  assumptions for all
grants,  expected life of options of two (2) years,  risk-free interest rates of
four percent (4%), volatility at 140%, and a zero percent (0%) dividend yield.

                                       5
<PAGE>
NOTE 3 - INDUSTRY SEGMENT DATA

Information concerning operations by industry segment follows (unaudited):

                                                    THREE MONTHS ENDED MARCH 31,
                                                    ----------------------------
                                                       2003            2002
                                                    -----------     -----------
Revenue
  Software (eTechLogix)                             $   204,900     $   195,318
  Information Services (ImproveNet)                     602,751              --
                                                    -----------     -----------
Total                                                   807,651         195,318
                                                    -----------     -----------

GROSS PROFIT
  Software (eTechLogix)                                 204,900         164,851
  Information Services (ImproveNet)                      72,191              --
                                                    -----------     -----------
Total                                                   277,091         164,851
                                                    -----------     -----------

OPERATING EXPENSES                                      538,226         200,531
                                                    -----------     -----------

OPERATING LOSS                                         (261,135)        (35,680)

  Interest Income                                         2,787              36
  Interest Expense                                       (3,410)        (12,587)
  Loss on disposal of assets                                 --         (64,242)
  Miscellaneous income                                    8,372             220
                                                    -----------     -----------
OPERATING LOSS BEFORE EXTRAORDINARY GAIN               (253,386)       (112,253)
  Extraordinary Gain - Relief of debt                   103,876               0
                                                    -----------     -----------
Total                                               $  (149,510)    $  (112,253)
                                                    ===========     ===========

DEPRECIATION AND AMORTIZATION
  Software (eTechLogix)                             $    19,000     $    21,081
  Information Services (ImproveNet)                          --              --
                                                    -----------     -----------
Total                                               $    19,000     $    21,081
                                                    ===========     ===========

IDENTIFIABLE ASSETS
         Software (eTechLogix)                      $   392,268     $ 1,589,353
         Information Services (ImproveNet)              451,378              --
                                                    -----------     -----------
Total                                               $   843,646     $ 1,589,353
                                                    ===========     ===========

                                       6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

     The  following  discussion  and  analysis of our  financial  condition  and
results of operation  should be read with our unaudited  condensed  consolidated
financial statements and notes included elsewhere in this Report on Form 10-QSB.
The discussion in this Report on Form 10-QSB contains 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,  including
statements using terminology such as "can," "may,"  "believe,"  "designated to,"
"will," "expect," "plan," "anticipate,"  "estimate," "potential," or "continue,"
or the  negative  thereof or other  comparable  terminology  regarding  beliefs,
plans,   expectations  or  intentions  regarding  the  future.   Forward-looking
statements  involve  risks and  uncertainties  and actual  results  could differ
materially  from  those  discussed  in  the  forward-looking   statements.   All
forward-looking  statements and risk factors  included in this document are made
as of the date hereof,  based on information  available to the Company as of the
date   thereof,   and  the  Company   assumes  no   obligation   to  update  any
forward-looking  statement or risk  factors,  unless we are required to do so by
law. The cautionary statements made in this Report on Form 10-QSB should be read
as applying to all related  forward-looking  statements  wherever they appear in
this Report on Form 10-QSB. Factors that cause or contribute to such differences
include but are not limited to those discussed elsewhere in this Form 10-QSB, as
well as those in a discussion of risk factors found in our Annual Report on Form
10-KSB  beginning on page 17 in the section  titled  "Factors  Affecting  Future
Performance,  Results of Operation and Financial  Condition." Our actual results
could differ materially from those discussed here.

OVERVIEW

BASIS OF PRESENTATION

     On December 23, 2002,  Etech  Acquisition,  Inc., (the "Merger") an Arizona
corporation  and wholly  owned  subsidiary  of  ImproveNet  merged with and into
eTech.  Through  this  Merger,  the  former  shareholders  of eTech  acquired  a
controlling interest in ImproveNet and accordingly,  the Merger is accounted for
as a reverse merger, with eTech being the accounting acquirer of ImproveNet. The
Company  has  treated  the  Merger  as  being  effective  December  31,  2002 as
ImproveNet  had de minimus  operations  from  December  23, 2002 to December 31,
2002.  As  such,  the  pre-merger  financial  statements  present  the  historic
financial  position,  operations  and cash flows of eTech with the  December 31,
2002 balance sheet adjusted to consolidate  and reflect the fair values assigned
to the acquisition balance sheet of ImproveNet.

     The Company's financial  statements are presented on a going concern basis,
which contemplates the realization of assets and the satisfaction of liabilities
in the normal course of business.  The Company has  continued to sustain  losses
for the past two years and has negative working capital and negative net worth.

     The  financial  statements  do not include any  adjustments  to reflect the
possible future effects of the  recoverability  and  classification of assets or
the  amounts  and  classifications  of  liabilities  that  may  result  from the
uncertainty of the Company's ability to continue as a going concern.

ACQUISITION

     On December 23, 2002, eTech Acquisition,  Inc., an Arizona  corporation and
wholly-owned  subsidiary of ImproveNet,  merged with and into eTech. This Merger
occurred  pursuant to an Agreement  and Plan of Merger (the "Merger  Agreement")
dated  July 30,  2002.  Under  the terms of the  Merger  Agreement,  eTech  paid
$500,000 to ImproveNet  and incurred  $19,000 in costs  directly  related to the
Merger. At the time of the Merger, each outstanding share of eTech Common Stock,
no par value per  share,  was  converted  into the right to  receive  and became
exchangeable for 5,555.555556 shares of ImproveNet Common Stock, par value $.001
per share. A total of 35,417,750  shares of ImproveNet  common stock were issued
in the  Merger to eleven  (11)  different  shareholders  of eTech.  Through  the
Merger, the former directors of eTech, who were also shareholders,  collectively
received 30,310,740 shares of ImproveNet Common Stock and as a result,  acquired
control of the Company.

     Un-expired   outstanding  options  to  purchase  eTech  Common  Stock  were
converted,  on the same vesting schedule, into an option to purchase a number of
shares of ImproveNet  Common Stock equal to the number of shares of eTech Common
Stock  that  could  have  been  purchased   under  such  option   multiplied  by
5,555.555556,  at a price per share of ImproveNet  Common Stock equal to the per
share  exercise  price of $.05 per share.  Options to acquire  788,889 shares of
ImproveNet  Common  Stock  were  issued  in the  Merger  as a  result  of  these
outstanding options, of which, 222,222 had vested as of the date of the Merger.

     Warrants to purchase 1,500,000 shares of ImproveNet were issued as a result
of the Merger.  These  warrants  were issued in  conjunction  with  subordinated
convertible notes payable, as discussed below.

TENDER OFFER

     Under the terms of the Merger  Agreement,  the Company  agreed to present a
cash tender offer ("Tender Offer") to pre-merger shareholders of ImproveNet. The
price per share was based in part on ImproveNet's  available cash balance at the
closing of the  Merger.  The  Tender  Offer was  available  from the time of the
Merger through January 2, 2003.

     Prior to the  closing of the  Merger,  ImproveNet  deposited  approximately
$2,557,000  with its stock  transfer  agent for  payments  to be made  under the
Tender Offer.  In  conjunction  with the Tender Offer,  the Company  disbursed a
total of approximately  $1,962,000 to various pre-merger ImproveNet shareholders
in January 2003 resulting in the  acquisition of 13,913,975  treasury  shares in
January 2003. Funds in excess of  disbursements  of approximately  $595,000 were
returned to the Company from stock transfer agent in January 2003.

                                       7
<PAGE>
ACCOUNTING FOR THE MERGER

     The  Company  accounted  for this Merger in  accordance  with SFAS No. 141,
"Business  Combinations."  As discussed above, the former  shareholders of eTech
acquired a controlling interest in the Company, and accordingly, the transaction
has been accounted for as a reverse merger and the total  consideration given by
eTech of $519,000 has been allocated to the fair values of the pre-merger assets
and liabilities of ImproveNet. At the time of the acquisition, the fair value of
the net assets of ImproveNet was $361,351 in excess of the  consideration  given
by eTech after all applicable  reductions of amounts that  otherwise  would have
been assigned to the acquired assets were considered. This excess is reported in
the statement of operations as an extraordinary gain.

     eTechLogix,  Inc.  ("eTech"),  a  wholly-owned  subsidiary  of  ImproveNet,
licenses, installs and maintains its proprietary e-commerce software products to
companies  primarily  operating in the  building  material  industry.  eTech was
formerly  known  as  First  Systech  International,   Inc.  and  was  originally
incorporated  in March  1989 in the  State  of  Texas.  In July of  1994,  eTech
relocated to the State of Arizona and incorporated  itself under the laws of the
State of Arizona.

     ImproveNet,  Inc.  ("ImproveNet"  or the  "Company")  was  incorporated  in
California in January 1996, was reincorporated in Deleware in September 1998 and
is  headquartered  in  Scottsdale,  Arizona.  The  Company  is a source for home
improvement information services for homeowners, service providers and suppliers
nationwide.

     The  following   discussion   should  be  read  in  conjunction   with  the
consolidated  financial  statements  provided  under Part I, Item 1 of this Form
10-QSB.  Certain  statements  contained  herein may  constitute  forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995.  These  statements  involve  a number of  risks,  uncertainties  and other
factors that could cause actual results to differ materially.

     The forward-looking  information set forth in this Form 10-QSB is as of May
20, 2003, and ImproveNet,  Inc.  undertakes no duty to update this  information.
Should events occur  subsequent to May 20, 2003 that make it necessary to update
the  forward-looking  information  contained  in this Form  10-QSB,  the updated
forward-looking  information will be filed with the SEC in a Quarterly Report on
Form 10-QSB or as an earnings release included as an exhibit to a Form 8-K, each
of which will be available at the SEC's website at www.sec.gov.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

     ImproveNet,  Inc.'s discussion and analysis of its financial  condition and
results of operations are based upon  ImproveNet,  Inc.  consolidated  financial
statements,  which have been prepared in accordance with  accounting  principles
generally  accepted in the United States.  The  preparation  of these  financial
statements  requires  ImproveNet to make estimates and judgments that affect the
reported  amounts of assets,  liabilities,  revenues and  expenses,  and related
disclosure  of  contingent  assets  and  liabilities.   On  an  on-going  basis,
ImproveNet  evaluates  its  estimates,   including  those  related  to  customer
programs,  bad debts,  income taxes,  contingencies  and litigation.  ImproveNet
bases its estimates on historical  experience  and on various other  assumptions
that are believed to be reasonable under the circumstances, the results of which
form the basis for  making  judgments  about the  carrying  values of assets and
liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates under different assumptions or conditions.

     ImproveNet  believes the following critical  accounting policies affect its
more  significant  judgments  and  estimates  used  in  the  preparation  of its
consolidated financial statements.

SOFTWARE SEGMENT - ETECHLOGIX

     The  Company  recognizes  revenue in  accordance  with SOP 97-2,  "Software
Revenue  Recognition."  This SOP  provides  guidance on revenue  recognition  of
software  transactions.  The Company  recognizes  revenue  principally  from the
development  and licensing of its software and from  consulting and  maintenance
services rendered in connection with such development and licensing  activities.
Maintenance  contract  revenue is recognized on a  straight-line  basis over the
life of the respective contract.  The Company also derives revenue from the sale
of third party hardware and software  which is recognized  based on the terms of
each contract.  Consulting revenue is recognized when the services are rendered.
No  revenue is  recognized  prior to  obtaining  a binding  commitment  from the
customer.

     Revenue from fixed price  software  development  contracts,  which  require
significant modification to meet the customer's specifications, is recognized on
the percentage-of-completion  method using the units-of-work-performed method to
measure progress towards completion. Revisions in cost estimates and recognition
of losses on these contracts are reflected in the accounting period in which the
facts become known.  Revenue from software  package license  agreements  without

                                       8
<PAGE>
significant  vendor  obligations  is  recognized  upon delivery of the software.
Contract  terms may  provide  for billing  schedules  that  differ from  revenue
recognition and give rise to costs and estimated  earnings in excess of billings
on uncompleted software contracts, and billings in excess of costs and estimated
earnings on uncompleted software contracts.

     Deferred  revenue  represents  revenue  billed  and  collected  but not yet
earned.

     The cost of  maintenance  and research and  development  related  revenues,
which consist principally of staff payroll and applicable overhead, are expensed
as incurred.

INFORMATION SERVICES SEGMENT - IMPROVENET

     Revenues in the home  improvement  services  segment  are derived  from two
sources: Service revenues and marketing revenues.

SERVICE REVENUES:

     Service  revenues  include  lead  fees  and  win  fees  from   ImproveNet's
contractor matching service and enrollment fees from new contractors joining the
ImproveNet  network.  Lead  fees  are  recognized  at the time a  homeowner  and
contractor are matched by the Company and the service provider becomes obligated
to pay such fee. Win fees are recognized at the time the service provider or the
homeowner notifies the Company that a job has been sold and the service provider
becomes  obligated to pay such fee.  Enrollment fees from service  providers are
recognized as revenue ratably over the expected  period they  participate in our
contractor matching service,  which is initially estimated to be between one and
two years. Payments of enrollment fees received in advance of providing services
are deferred until the period the services are provided. The Company establishes
a refund  reserve  at the time of  revenue  recognition  based on the  Company's
historical experience.

MARKETING REVENUES:

     Marketing  revenues  include the sale of banner,  SmartLeads  and other Web
site  advertisements.   Currently  marketing  revenues  are  comprised  of  cash
advertising.

     CASH ADVERTISING

     Cash advertising revenues generally are derived from short-term advertising
contracts in which the Company  typically  guarantees  that a minimum  number of
impressions  will be delivered to its Web site visitors over a specified  period
of time for a fixed fee. Cash marketing  revenues from banner,  button and other
Web site  advertisements  are  recognized  at the lesser of the amount  recorded
ratably over the period in which the  advertising is delivered or the percentage
of guaranteed  impressions  delivered.  SmartLeads revenues are also paid for in
cash and are recognized when the SmartLeads have been delivered to the customer.
Cash  marketing is recognized  when the Company has  delivered the  advertising,
evidence  of an  agreement  is in place  and fees are  fixed,  determinable  and
collectible.

     The  Company  follows the  allowance  method of  recognizing  uncollectible
accounts  receivable.  The  allowance  method  recognizes  bad debt expense as a
percentage of accounts  receivable based on a review of the individual  accounts
outstanding   and  the  Company's  prior  history  of   uncollectible   accounts
receivable.  If the  financial  condition  of  ImproveNet's  customers  were  to
deteriorate,  resulting  in an  impairment  of their  ability to make  payments,
additional allowances may be required.

     Deferred  income taxes are provided for on an asset and  liability  method,
whereby deferred tax assets are recognized for deductible temporary  differences
and operating loss carryforwards and deferred tax liabilities are recognized for
taxable temporary differences. Temporary differences are the differences between
the reported amounts of assets and liabilities and their tax basis.

     Deferred  tax assets  are  reduced by a  valuation  allowance,  when in the
opinion of  management,  it is more likely than not that some  portion or all of
the  deferred  tax  assets  will  not  be  realized.  Deferred  tax  assets  and
liabilities are adjusted for the effects of changes in tax laws and rates on the
date of enactment.

     BUSINESS SEGMENTS

     The  Company  follows  SFAS  No.  131,  "Disclosure  about  Segments  of an
Enterprise  and  Related  Information."  SFAS No.  131  requires  publicly  held
companies to report financial and other  information  about key revenue segments
of an entity for which this  information  is  available  and is  utilized by the
chief operating decision maker. The Company operates in two segments:

                                        9
<PAGE>
     Software - the Company  licenses,  installs and maintains  its  proprietary
e-commerce  software products to companies  primarily  operating in the building
material  industry.  The  software  segment is  consists  primarily  of products
developed by eTechLogix.

     Information  Services - Under the brand  ImproveNet this service provides a
source  for  home  improvement  information  services  for  homeowners,  service
providers and suppliers nationwide.

     The Company's  pre-merger  consolidated  statements of operations  and cash
flows do not reflect operations for ImproveNet (information services segment) as
ImproveNet, for accounting purposes, was acquired effective December 31, 2002 in
the Merger.

RESULTS OF OPERATIONS

REVENUES

     Our revenues increased to approximately $808,000 for the three months ended
March 31, 2003 from approximately  $195,000 for the three months ended March 31,
2002, an increase of  approximately  $613,000 or 314%. The increase is primarily
due to revenues from the ImproveNet business.

     The following  table and  discussion  highlights our revenues for the three
months ended March 31, 2003 and 2002:

                                                 THREE MONTHS ENDED MARCH 31,
                                              --------------------------------
                                                 2003       2002       CHANGE
                                              ---------   --------   ---------
REVENUES
  Software (eTechLogix)                       $ 205,000   $195,000   $  10,000
  Information Services (ImproveNet)             603,000         --     603,000
                                              ---------   --------   ---------
Total                                         $ 808,000   $195,000   $ 613,000
                                              =========   =========  =========

SOFTWARE (ETECHLOGIX) REVENUES

     eTechLogix revenue increased to approximately $205,000 for the three months
ended March 31,  2003,  from  approximately  $195,000 for the three months ended
March 31,  2002,  an increase of  approximately  $10,000 or 5%. The  increase in
eTechLogix  revenue is  primarily a result of increased  sales of the  company's
Smart FusionSM  software  product and associated  installation  and  integration
services.

INFORMATION SERVICES (IMPROVENET) REVENUES

     ImproveNet  revenue was  approximately  $603,000 for the three months ended
March 31,  2003.  No  ImproveNet  revenue was included in the three months ended
March 31, 2002 as the Merger occurred  effective  December 31, 2002.  ImproveNet
revenue  consists  almost  entirely  of  service  revenues  from its  contractor
matching service.

                                       10
<PAGE>
OPERATING EXPENSES

COST OF REVENUES

     Cost of revenues  increased to approximately  $531,000 for the three months
ended March 31, 2003 from approximately $30,000 for the three months ended March
31, 2002, an increase of approximately  $501,000.  The increase is primarily due
to cost of revenues from the newly acquired ImproveNet business.

     The following table and discussion  highlights our cost of revenues for the
three months ended March 31, 2003 and 2002:

                                                 THREE MONTHS ENDED MARCH 31,
                                              --------------------------------
                                                 2003       2002       CHANGE
                                              ---------   --------   ---------
COST OF REVENUES
  Software (eTechLogix)                       $      --   $ 30,000   $ (30,000)
  Information Services (ImproveNet)             531,000         --     531,000
                                              ---------   --------   ---------
Total                                         $ 531,000   $ 30,000   $ 501,000
                                              =========   =========  =========

SOFTWARE (ETECHLOGIX) COST OF REVENUE

     eTechLogix  cost of revenues  decreased  to zero for the three months ended
March 31, 2003, from approximately  $30,000 for the three months ended March 31,
2002. The decline  eTechLogix  cost of revenue is primarily a result of the cost
of revenue  related to sales of third party  software in the prior year quarter.
There were no sales of third party software in the current year quarter.

INFORMATION SERVICES (IMPROVENET) COST OF REVENUE

     ImproveNet cost of revenue was approximately  $531,000 for the three months
ended March 31, 2003.  No  ImproveNet  cost of revenue was included in the three
months ended March 31, 2002 as the Merger occurred  effective December 31, 2002.
ImproveNet cost of revenue  consists  primarily of the cost of home  improvement
leads  and  the  cost  for  the  outsourced  project  service  group,  which  is
responsible for all phases of our proprietary matching services and includes our
project advisors.

SELLING, GENERAL AND ADMINISTRATIVE

     Our selling, general and administrative expenses increased to approximately
$408,000 for the three months ended March 31, 2003 from  approximately  $152,000
for the three months ended March 31 2002, an increase of approximately  $256,000
or 168%

     Our  selling,  general  and  administrative  expenses  include  payroll and
related costs and travel,  recruiting,  professional  and advisory  services and
other general  expenses for our  executive,  sales,  finance,  legal,  and human
resource  departments.  The increase in our general and administrative  expenses
was a result of the Merger  effective  December 31, 2002. The Merger resulted in
increased headcount and increased costs for insurance, legal and accounting.

RESEARCH AND DEVELOPMENT

     Our research and development  expenses  increased to approximately  $89,000
for the three  months  ended March 31, 2003 from  approximately  $42,000 for the
three months ended March 31, 2002, an increase of approximately $47,000 or 111%.

     Our research and development costs include the payroll and related costs of
our  technology  staff,  other  costs of Web site  design  and new  technologies
required to enhance the performance of our Web sites.

     The increase in research  and  development  expenses in 2002 was  primarily
attributable to increased payroll and related costs and an increase in the usage
of offshore development contractors.

MARKETING

     Our  marketing  expense  increased to  approximately  $41,000 for the three
months ended March 31, 2003 from approximately $6,000 for the three months ended
September 30, 2001, an increase of approximately $35,000.

     Our marketing  expense  includes  online and offline  direct  marketing and
advertising,  public relations and trade show expenses.  Marketing expenses also
include  payroll and related  costs,  support staff  expenses,  travel costs and
other general expenses of our marketing,  professional  services and partnership
services departments.

                                       11
<PAGE>
     The  increase in  marketing  expenses  was  primarily  attributable  to the
ImproveNet business.

OTHER REVENUES (EXPENSES)

     Other revenue (expenses)  increased to revenue of approximately  $8,000 for
the three months ended March 31, 2003 from an expense of  approximately  $77,000
for the three months ended March 31, 2002, an increase of approximately $85,000.

     The following table and discussion highlights other revenues (expenses) for
the three months ended March 31, 2003 and 2002:

                                                    THREE MONTHS ENDED MARCH 31,
                                                   -----------------------------
                                                     2003       2002     CHANGE
                                                   -------    -------    -------
Other Revenues (Expenses)
  Interest income                                  $ 3,000   $     --    $ 3,000
  Interest expense and financing costs              (3,000)   (13,000)    10,000
  Loss on disposal of property and equipment            --    (64,000)    64,000
  Miscellaneous income                               8,000         --      8,000
                                                   -------   --------    -------
                                                   $ 8,000   $(77,000)   $85,000
                                                   =======   ========    =======

     The improvement in other revenues (expenses) from the prior year quarter is
due to a $64,000  loss on disposal of property  and  equipment in the prior year
quarter and improved interest income and lower interest expense.

EXTRAORDINARY GAIN - RELIEF OF DEBT

     The  extraordinary  gain  in  the  quarter  of  approximately  $104,000  is
attributable  to a favorable  settlement of a liability  under a furniture lease
agreement.

INCOME TAXES

     We have recorded a 100%  valuation  allowance  against our net deferred tax
assets, which arose primarily as a result of our aggregate operating losses. The
valuation allowance will remain at this level until such time as we believe that
the  realization  of the net  deferred  tax  assets  is more  likely  than  not.
Accordingly,  our results of  operations do not reflect any tax benefits for our
reported losses.

LIQUIDITY AND CAPITAL RESOURCES

     Cash and cash equivalents totaled approximately $196,000 at March 31, 2003,
a decrease  of  approximately  $251,000  or 56% from  approximately  $447,000 at
December 31, 2002.  The decrease was  primarily due to the $223,000 of cash used
in operating activities.

     Cash used in operating activities for the three months ended March 31, 2003
was approximately  $223,000,  compared to cash used of approximately $10,000 for
the three months ended March 31, 2002. Cash used in operating  activities in the
current  year  quarter  reflected  the impact of the  Merger  and  tender  offer
obligations  as well as our net loss before  depreciation,  offset by changes in
operating assets and liabilities.

     Cash used in investing  activities was  approximately  $6,000 for the three
months ended March 31, 2003, and decreased  approximately  $5,500 from cash used
of approximately  $500 for the three months ended March 31, 2002. In first three
months of 2003 and 2002 the cash was used to purchase equipment.

     Cash used in financing  activities was  approximately  $21,000 in the three
months ended March 31, 2003 and 2002 to repay debt.

     The Company  anticipates  increased  year-over-year  sales  volume of their
primary  software  products  throughout  2003 and  thereafter.  The Company also
anticipates  increased  revenues  from  the  addition  of the  home  improvement
information  services  segment as revenues from this segment are not included in
the prior  year's  results of  operations.  The  Company  also  intends to raise
additional capital either through a public or private offering of securities.

                                       12
<PAGE>
     The additional  funds from continued  software sales and capital  financing
will be used to finance  continued  operations and increase the Company's  sales
and marketing functions.

     Our  operating  losses have limited our ability to obtain  vendor credit or
extended  payment terms and bank financing on favorable terms;  accordingly,  we
depend on our cash and cash equivalent balances to fund our operations.

     As a result of the Merger  with  ImproveNet,  both  revenue  and  operating
expenses  will  increase  significantly  in  2003.  Prior  to  the  Merger,  the
ImproveNet  business operated at a significant loss. The ImproveNet business has
been  moved  from  California  to  Arizona  and has  been  integrated  into  the
infrastructure  of  eTechLogix,  leveraging  existing  technical,  marketing and
administrative personnel.

     Due to the  significant  level of current  liabilities  and the  history of
operating  losses,  there is no assurance that our available cash resources will
be  sufficient  to  meet  our  anticipated  needs  for  operations  and  capital
expenditures  during  the  next 12  months.  We  will  strive  to  make  ongoing
realignments,  if required, to achieve positive cash flow with our existing cash
resources.  We are  additionally  decreasing  our marketing and other  operating
expenditures to assist us in maintaining  our available cash  resources.  We may
need to raise additional  funds,  however,  if results of operations for 2003 do
not  meet our  expectations,  or in order to  develop  new or  enhance  existing
services,  to  respond to  competitive  pressures  or to  acquire  complementary
businesses,  services or  technologies.  If we raise additional funds by selling
equity securities, the percentage ownership of our stockholders will be reduced.
We cannot be sure that additional financing will be available on terms favorable
to us, or at all. If adequate funds were not available on acceptable  terms, our
ability to fund expansion,  react to competitive pressures, or take advantage of
unanticipated  opportunities  would be substantially  limited. If this occurred,
our business  would be  significantly  harmed.  We will continue to evaluate our
needs for funds based on our  assessment of access to public or private  capital
markets  and the  timing  of our need for  funds.  Although  we have no  present
intention to conduct  additional public equity  offerings,  we may seek to raise
these additional funds through private or public debt or equity financings.

ITEM 3. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES. Under the supervision and with
the participation of our Chief Executive Officer and Chief Financial Officer, we
have,  as of a date  within 90 days  before  the filing  date of this  quarterly
report (the "Evaluation  Date")  evaluated the  effectiveness of our "disclosure
controls  and  procedures."  Based  upon that  evaluation,  our Chief  Executive
Officer and Chief Financial Officer  concluded that our disclosure  controls and
procedures  are  effective  in  timely  alerting  them to  material  information
required to be  disclosed by us in our periodic  reports to the  Securities  and
Exchange  Commission.  Disclosure  controls  and  procedures  are  controls  and
procedures that are designed to ensure that information required to be disclosed
in  Company  reports  filed or  submitted  under the  Exchange  Act of 1934,  as
amended, is recorded, processed, summarized and reported within the time periods
specified  in the SEC's  rules and  forms.  They  include,  without  limitation,
controls  and  procedures  designed  to ensure that  information  required to be
disclosed  in such  reports  is  accumulated  and  communicated  to  management,
including  the  Chief  Executive  Officer  and  Chief  Financial   Officer,   as
appropriate, to allow timely decisions regarding required disclosure.

CHANGES IN INTERNAL CONTROLS.  There were no significant changes in our internal
controls or to our knowledge,  in other factors that could significantly  affect
these  controls,  including any  corrective  actions with regard to  significant
deficiencies  and  material  weaknesses,  subsequent  to the date of their  last
evaluation.

                                       13
<PAGE>
PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     From time to time,  we may be  involved  in  litigation  relating to claims
arising out of our  operations,  and currently we are a party to several routine
litigation  matters that are incidental to our business.  As of the date of this
filing, we are not engaged in any material legal proceedings.

ITEM 2. CHANGES IN SECURITIES

     None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

     None

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

     None

ITEM 5. OTHER INFORMATION

     None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

EXHIBIT
NUMBER                        DESCRIPTION OF DOCUMENT
------                        -----------------------
 99.2     Certification of Jeffrey I. Rassas,  Chief Executive  Officer pursuant
          to section 906 of the Sarbanes Oxley Act of 2002

 99.3     Certification of Kenneth S. Cragun,  Chief Financial  Officer pursuant
          to section 906 of the Sarbanes Oxley Act of 2002

(b)  Reports on Form 8-K

     o    Report on Form 8-K filed  January  7, 2003  regarding  the  Merger and
          change in control.

     o    Report on Form 8-K filed  January 21, 2003  regarding  resignation  of
          PricewaterhouseCoopers  LLP and appointment of Semple & Cooper, LLP as
          the Company's principal independent accountant.

     o    Report on Form 8-K/A filed  February  12, 2003  amending the Report on
          Form  8-K  filed  January  7,  2003 to  include  pro  forma  financial
          information.

                                       14
<PAGE>
SIGNATURES

     Pursuant to the  requirements  of the  Securities and Exchange Act of 1934,
the  Registrant  has duly caused  this report to be signed,  May 20, 2003 on its
behalf by the undersigned duly authorized.

                                        IMPROVENET, INC.
                                        (Registrant)



                                        By: /s/ Jeffrey I. Rassas
                                            ------------------------------------
                                            Jeffrey I. Rassas
                                            Co-Chairman and CEO



                                        By: /s/ Kenneth S. Cragun
                                            ------------------------------------
                                            Kenneth S. Cragun
                                            Chief Financial Officer

Date: May 20, 2003

                                       15
<PAGE>
          CERTIFICATION PURSUANT TO SECURITIES AND EXCHANGE ACT OF 1934
                          RULES 13a-15 AND 15d-15. (5)

I,  Jeffrey  I.  Rassas,  the  Co-Chairman  and CEO of  ImproveNet,  Inc.  ("the
Company"), certify that:

     1.   I have reviewed this  quarterly  report on Form 10-QSB of  ImproveNet,
          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  respect the financial  condition,  results of operations and
          cash flows of the registrants as of, and for, 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-15 and 15d-15) for the  registrant
          and 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 for which this
               quarterly report is being prepared;

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

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

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

          a.   All  significant  deficiencies  in the  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 the
          quarterly  report whether 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.


Dated: May 20, 2003

                                        /s/ Jeffrey I. Rassas
                                        ----------------------------------------
                                        Jeffrey I. Rassas
                                        Co-Chairman and CEO

                                       16
<PAGE>
          CERTIFICATION PURSUANT TO SECURITIES AND EXCHANGE ACT OF 1934
                          RULES 13a-15 AND 15d-15. (5)

I, Kenneth S. Cragun,  the Chief  Financial  Officer of  ImproveNet,  Inc. ("the
Company"), certify that:

     1.   I have reviewed this  quarterly  report on Form 10-QSB of  ImproveNet,
          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  respect the financial  condition,  results of operations and
          cash flows of the registrants as of, and for, 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-15 and 15d-15) for the  registrant
          and 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 for which this
               quarterly report is being prepared;

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

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

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

          a.   All  significant  deficiencies  in the  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 the
          quarterly  report whether 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.


Dated: May 20, 2003


                                        /s/ Kenneth S. Cragun
                                        ----------------------------------------
                                        Kenneth S. Cragun
                                        Chief Financial Officer

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