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

                                _______________


                                   FORM 10-QSB


(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, 2004.

                                       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)

                         10799 N. 90TH STREET, SUITE 200
                              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 39,460,315 as of April 30, 2004.



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<PAGE>

                                ImproveNet, Inc.

                                   Form 10-QSB

                      For the Quarter Ended March 31, 2004

                                      Index
PART I  FINANCIAL INFORMATION

Item 1   Financial Statements:

         Condensed Consolidated Balance Sheets as of March 31,
         2004 (Unaudited) and December 31, 2003............................   1

         Condensed Consolidated Statements of Operations for the
         three months ended March 31, 2004 and 2003 (Unaudited)............   2

         Condensed Consolidated Statements of Cash Flows for the
         three months ended March 31, 2004 and 2003 (Unaudited)............   3

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

Item 2   Management's Discussion and Analysis or Plan of Operation.........   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.................................................................  18

Rule 13a-14(a)/15d-14(a) Certifications....................................  19

Section 1350 Certifications................................................. 21

                                        i
<PAGE>

PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                                IMPROVENET, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE><CAPTION>
                                                                    March 31, 2004  December 31, 2003
                                                                     ------------     ------------
                                                                      (unaudited)
<S>                                                                  <C>              <C>
Current Assets:
      Cash and cash equivalents                                      $    161,670     $    382,415
      Accounts receivable, net                                            494,725          330,472
      Prepaid expenses                                                     28,635            7,833
                                                                     ------------     ------------

         Total Current Assets                                             685,030          720,720
                                                                     ------------     ------------

Property and equipment, net                                                90,014           99,800
                                                                     ------------     ------------

         Total Assets                                                $    775,044     $    820,520
                                                                     ============     ============

Current Liabilities:
      Obligations under capital leases - current portion                   17,824           17,824
      Line of credit                                                       63,082           65,619
      Accounts payable                                                    359,605          378,679
      Accrued compensation                                                   --              1,329
      Accrued customer claims                                             308,502          305,588
      Accrued furniture lease buyout - current portion                     52,500           60,000
      Deferred revenue                                                     38,942           49,292
      Other liabilities and accrued expenses                              130,549          129,877
                                                                     ------------     ------------

         Total Current Liabilities                                        971,004        1,008,208

Long-Term Liabilities:
      Notes payable -  long-term portion                                  400,000          400,000
      Obligations under capital leases - long-term portion                  6,544           10,900
      Accrued furniture lease buyout - long-term portion                     --              7,500
                                                                     ------------     ------------

         Total Liabilities                                              1,377,548        1,426,608
                                                                     ------------     ------------

Commitments and Contingencies:                                               --               --

Stockholders' Deficit
      Common Stock, $.001 par value, 100,000,000 shares
         authorized, 39,210,315 shares issued and outstanding at
         March 31, 2004 and December 31, 2003, respectively                53,124           53,124
      Additional paid-in capital                                          539,770          539,770
      Accumulated deficit                                              (1,195,398)      (1,198,982)
                                                                     ------------     ------------

         Total Stockholders' Deficit                                     (602,504)        (606,088)
                                                                     ------------     ------------


         Total Liabilities and Stockholders' Equity                  $    775,044     $    820,520
                                                                     ============     ============

       See accompanying notes to the unaudited condensed consolidated financial statements
</TABLE>
                                       1
<PAGE>

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

<TABLE><CAPTION>
                                                                2004              2003
                                                            ------------      ------------
<S>                                                         <C>               <C>
Revenues                                                    $    880,007      $    807,651
Cost of Revenues                                                 455,363           530,560
                                                            ------------      ------------

Gross Profit                                                     424,644           277,091

Selling, General and Administrative Expenses                     316,623           449,137
Research and Development Expenses                                101,470            89,089
                                                            ------------      ------------

Income (Loss) from Operations                                      6,551          (261,135)

Other Revenues (Expenses)
     Interest income                                                 607             2,787
     Interest expense and financing costs                        (13,633)           (3,410)
     Relief of debt                                                                103,876
     Miscellaneous income                                         10,059             8,372
                                                            ------------      ------------

Income (Loss) from Operations before Income Taxes                  3,584          (149,510)

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

Net Income (Loss)                                           $      3,584      $   (149,510)
                                                            ============      ============

INCOME (LOSS) PER SHARE

         - Net income (loss) per common share - basic               0.00             (0.00)
                                                            ============      ============
         - Net income (loss) per common share - diluted     $       0.00      $      (0.00)
                                                            ============      ============

Weighted average common shares - basic                        39,210,315        40,107,991
                                                            ============      ============
Weighted average common shares - diluted                      40,170,315        40,107,991
                                                            ============      ============

   See accompanying notes to the unaudited condensed consolidated financial statements
</TABLE>
                                       2
<PAGE>

                                IMPROVENET, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                      FOR THE THREE MONTHS ENDED MARCH 31,
                                   (UNAUDITED)
<TABLE><CAPTION>
                                                                          2004              2003
                                                                      ------------      ------------
<S>                                                                   <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
      Net income (loss)                                               $      3,584      $   (149,510)

      Adjustments to reconcile net income to net
      cash used in operating activities:
           Depreciation and amortization                                    21,315            19,000
           Extraordinary gain                                                 --            (103,876)
           Treasury stock subscribed                                          --           1,961,941
      Changes in:
           Accounts receivable, net                                       (164,253)          (63,110)
           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                                                (20,802)          (14,884)
           Accounts payable                                                (19,074)          (87,560)
           Accrued compensation                                             (1,329)         (120,484)
           Accrued customer claims                                           2,914              --
           Accrued furniture lease buyout                                  (15,000)             --
           Accrued merger and tender offer redemption liabilities             --          (2,378,029)
           Other liabilities and accrued expenses                              672           229,382
           Billings and estimated earnings in excess of costs
                on uncompleted contracts                                      --             (66,750)
           Deferred revenue                                                (10,350)           (9,625)
                                                                      ------------      ------------
      Net cash used in continuing operations                              (202,323)         (223,215)
                                                                      ------------      ------------

CASH FLOWS FROM INVESTING ACTIVITIES
      Purchase of property, plant and equipment                            (11,529)           (6,394)
                                                                      ------------      ------------
      Net cash used in investing activities                                (11,529)           (6,394)
                                                                      ------------      ------------

CASH FLOWS FROM FINANCING ACTIVITIES
      Repayment of debt                                                       --             (13,197)
      Repayment of capital leases                                           (4,356)           (2,499)
      Repayment on line of credit                                           (2,537)           (5,500)
                                                                      ------------      ------------
      Net cash used in financing activities                                 (6,893)          (21,196)
                                                                      ------------      ------------

Net increase (decrease) in cash and cash equivalents                      (220,745)         (250,805)
Cash and cash equivalents, beginning of period                             382,415           446,833
                                                                      ------------      ------------
Cash and cash equivalents, end of period                              $    161,670      $    196,028
                                                                      ============      ============

SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION
      Interest paid                                                   $     10,506      $      3,410
                                                                      ============      ============
      Income taxes paid                                               $       --        $       --
                                                                      ============      ============
   See accompanying notes to the unaudited condensed consolidated financial statements
</TABLE>
                                       3
<PAGE>

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                       FOR THE PERIOD ENDED MARCH 31, 2004

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 window and door manufacturers and distributors
in the Building Materials Industry (BMI). The software segment consists
primarily of products developed by eTechLogix. The Company provides a
comprehensive, integrated software platform that enables manufacturers to
quickly create a "Pure Internet" true eCommerce solution specifically with
regard to their product order configuration packages and electronic catalogs.

     Information Services - under the brand ImproveNet this service provides a
source for home improvement information services for homeowners, service
providers and suppliers nationwide. The service provider matching service is the
process by which homeowners are matched to ImproveNet's network of pre-screened
ImproveNet contractors. This was the core business model upon which the Company
was founded and has been the primary source of our revenue. Since its inception,
we have invested quite heavily in establishing a pool of national remodeling
contractors. This is considered to be the core of ImproveNet's business and the
major portion of the Company's resources and efforts in the foreseeable future
are anticipated to be devoted to further this service.

     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, 2004 and
the related unaudited condensed consolidated statements of operations for the
three month periods ended March 31, 2004 and 2003, and unaudited condensed cash
flows for the three months ended March 31, 2004 and 2003 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, 2003, 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.

     EARNINGS (LOSS) PER SHARE

     Basic loss per share of common stock was computed by dividing net income
(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 May 2003, the FASB issued Statement of Financial Accounting Standards
No. 150, "Accounting for Certain Financial Instruments with Characteristics of
both Liabilities and Equity" (SFAS 150). This statement affects the
classification,

                                       4
<PAGE>

measurement and disclosure requirements of the following three types of
freestanding financial instruments: 1) mandatory redeemable shares, which the
issuing Company is obligated to buy back with cash or other assets; 2)
instruments that do or may require the issuer to buy back some of its shares in
exchange for cash or other assets, which includes put options and forward
purchase contracts; and 3) obligations that can be settled with shares, the
monetary value of which is fixed, tied solely or predominantly to a variable
such as a market index, or varies inversely with the value of the issuers'
shares. In general, SFAS 150 is effective for all financial instruments entered
into or modified after May 31, 2003, and otherwise is effective at the beginning
of the first interim period beginning after June 15, 2003. The adoption of SFAS
150 did not have an impact on the Company's consolidated financial position or
disclosures.

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, 2004 and 2003 would have been reduced
to the pro forma amounts presented below:

                                        Three Months Ended March 31,
                                       ------------------------------
                                           2004              2003
                                       ------------      ------------
          Net income (loss):
          As reported                  $      3,584      $   (149,510)
                                       ============      ============
          Pro forma                    $    (94,416)     $   (224,510)
                                       ============      ============

          Income (Loss) per share:
          Basic - As reported          $       0.00      $      (0.00)
                                       ============      ============
          Basic - Pro forma            $      (0.00)     $      (0.01)
                                       ============      ============

          Diluted - As reported        $       0.00      $      (0.00)
                                       ============      ============
          Diluted - Pro forma          $      (0.00)     $      (0.01)
                                       ============      ============

     The fair value of the 700,000 option grants during the quarter ended March
31, 2004 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 147%, and a zero percent (0%) dividend yield.


                                       5
<PAGE>

NOTE 3 - INDUSTRY SEGMENT DATA

Information concerning operations by industry segment follows (unaudited):

<TABLE><CAPTION>
                                                        Three Months Ended March 31,
                                                           2004              2003
                                                       ------------      ------------
<S>                                                    <C>               <C>
          Revenue
                 Software (eTechLogix)                 $    168,625      $    204,900
                 Information Services (ImproveNet)          711,382           602,751
                                                       ------------      ------------
          Total                                             880,007           807,651
                                                       ------------      ------------

          Gross profit
                 Software (eTechLogix)                      134,900           204,900
                 Information Services (ImproveNet)          289,744            72,191
                                                       ------------      ------------
          Total                                             424,644           277,091
                                                       ------------      ------------

          Operating Expenses                                418,093           538,226
                                                       ------------      ------------

          Operating Income (Loss)                             6,551          (261,135)

                 Interest Income                                607             2,787
                 Interest Expense                           (13,633)           (3,410)
                 Relief of Debt                                --             103,876
                 Miscellaneous income                        10,059             8,372
                                                       ------------      ------------
          Operating Income (Loss)                      $      3,584      $   (149,510)
                                                       ============      ============

          Depreciation and Amortization
                 Software (eTechLogix)                 $     21,315      $     19,000
                 Information Services (ImproveNet)             --                --
                                                       ------------      ------------
          Total                                        $     21,315      $     19,000
                                                       ============      ============

          Identifiable assets
                 Software (eTechLogix)                 $    140,145      $    392,268
                 Information Services (ImproveNet)          634,899           451,378
                                                       ------------      ------------
          Total                                        $    775,044      $    843,646
                                                       ============      ============
</TABLE>




                                       6
<PAGE>

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

     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
eTechLogix, Inc. ("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, who were also shareholders, of eTech 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.

                                       7
<PAGE>

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.

CONVERSION OF SUBORDINATED CONVERTIBLE NOTES PAYABLE

     During July 2002, eTech issued an aggregate of $150,000 of subordinated
convertible notes payable to two accredited investors. The notes were secured by
substantially all of the Company's assets and were subordinated to the eTech's
9.00% note payable to a bank (Refer to Note 5, Notes Payable on our Form
10-KSB). In conjunction with the issuance of these subordinated convertible
notes payable, eTech also issued one-year warrants to purchase an aggregate of
1,500,000 shares of ImproveNet at a purchase price of $0.15 per share. The
subscription of the warrants was expressly conditioned upon the closing of the
Merger. The Company expensed approximately $81,000 in connection with these
warrants to recognize the fair value of the warrants.

     During August 2002, eTech issued an aggregate of $100,000 of subordinated
convertible notes payable to accredited investors and officers of eTech (refer
to Note 7, Related Party Transactions on our Form 10-KSB). The notes were
secured by substantially all of eTech's assets and were subordinated to the
$150,000 of aggregate subordinated notes payable discussed above and to the
9.00% note payable to a bank (Refer to Note 5, Notes Payable on our Form
10-KSB).

     All of the subordinated convertible notes payable described above bear
interest at a rate of 10.00% per annum and are due two years after the date of
issue, provided they are not converted prior to this date. The notes are
convertible into common shares of eTech in whole, or in part, at the option of
the lender at any time during the term of the note at a rate of one share for
every $555.5555556 of debt converted. The notes will automatically be converted
if there is a transfer of more than 50% of the voting control of the Company, in
one transaction or a series of transactions with ImproveNet directly or by
merger or consolidation in which the existing shareholders of eTech do not
directly retain more than 50% of the voting control of eTech, or a sale of all
or substantially all assets of eTech to ImproveNet or one of ImproveNet's
subsidiaries. The shares of eTech that will be received by the note holders if
automatic conversion occurs will be converted to shares of ImproveNet using the
same conversion rate as all other eTech shares converted in a merger
transaction. Immediately prior to the closing of the Merger, all of the
subordinated convertible notes payable were converted into shares of Etech
common stock and upon closing of the Merger were exchanged into shares of
ImproveNet common stock.

     The proceeds of the subordinated notes payable of $250,000 were to be used
for a portion of a $500,000 deposit by Etech with ImproveNet. This deposit was
made prior to the Merger and in accordance with the Merger Agreement.

SHORT TERM PROMISSORY

     In June 2003 following the closing of the Merger, we borrowed $75,000 for a
90-day period represented by a promissory note that we issued to an accredited
investor. Warrants to purchase 200,000 shares of our common stock were also
issued in that transaction. The promissory note was renewed in September 2003
for $80,000 including accrued but unpaid interest, and a warrant to purchase an
additional 150,000 shares of our common stock was issued at that time. The
promissory note was paid in full in December 2003.

ISSUANCE OF UNSECURED CONVERTIBLE PROMISSORY NOTES

     In December 2003, we completed a private placement of $400,000 of 8%
unsecured convertible promissory notes, each with a maturity of December 15,
2005, issued to a limited group of accredited investors.

     The notes will accrue 8% interest per year payable quarterly commencing
March 15, 2004. The first quarterly payment was made on March 15, 2004. The
principal of each note and all accrued but unpaid interest is convertible into
shares of our common stock at the rate of five (5) shares for each one dollar of
debt represented by each note. Proceeds received from the issuance of the notes
are being used for working capital and general corporate purposes. In addition,
approved finders of the participating accredited investors were collectively
issued warrants to purchase 520,000 shares of our common stock.

                                       8
<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. With regard to
our business management and e-commerce software offerings, we have initially
focused our business strategy on the window and door manufacturers and
distributors niche of the BMI, which accounts for over $25 billion in industry
wide annual sales. It encompasses a finite universe of prospective customers
with a distinct multi-tiered distribution channel and supply chain procurement
processes that can be significantly enhanced with web based Enterprise Commerce
Solutions ("ECM"). We provide a comprehensive, integrated software platform that
enables manufacturers to quickly create a "Pure Internet" true eCommerce
solution specifically with regard to their product order configuration packages
and electronic catalogs. 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
17, 2004, and ImproveNet, Inc. undertakes no duty to update this information.
Should events occur subsequent to May 17, 2004 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 DEVELOPMENT AND SALES FOR THE BUILDING MATERIALS INDUSTRY SEGMENT

     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.

                                       9
<PAGE>

     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
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.

HOME IMPROVEMENT SERVICES SEGMENT

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

Service revenues:
-----------------

     Our service provider matching service is the process by which homeowners
are matched to our network of pre-screened ImproveNet contractors. This was the
core business model upon which the Company was founded and has been the primary
source of our revenue. Since its inception, we have invested quite heavily in
establishing a pool of national remodeling contractors. We consider this to be
the core of its business and we anticipate the major portion of the Company's
resources and efforts in the foreseeable future will be devoted to further this
service. Service revenues include lead fees and win fees from ImproveNet's
contractor matching service . 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. Refunds and credits against
the lead fees and win fees are recognized when actually made.

Marketing revenues:
-------------------

     Marketing revenues include co-branding programs surrounding content and
site integration. Currently marketing revenues are comprised of cash co-branding
programs .

     CASH CO-BRANDING

     Cash co-branding revenues generally are derived from flat rate co-branding
engagements in which all impressions delivered to our Web site in a particular
home improvement category will be delivered to the co-branding participant over
a specified period of time for a fixed monthly fee. Cash co-branding revenues
are recognized on a monthly basis.

Allowance for Uncollectible Accounts Receivable
-----------------------------------------------

     We follow 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
our prior history of uncollectible accounts receivable. In the first quarter of
2004, we began utilizing the percentage of sales method to account for bad debt
in lieu of our recent practice of utilizing the aging of accounts receivable
method for implementing the allowance method of recognizing uncollectible
accounts receivable. Both methods are acceptable under Generally Accepted
Accounting Principles, and we believe this method fairly estimates uncollectible
accounts receivable. This is the first quarter in which this method has been
used and has favorably impacted our results of operation for the first quarter
ended March 31, 2004. If the financial condition of our customers were to
deteriorate, resulting in an impairment of their ability to make payments,
additional allowances may be required.

Taxes
-----

     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 carry forwards 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.

                                       10
<PAGE>

     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

     We follow 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. We operate in two segments: Software development and sales for
the building materials industry through eTechLogix and home improvement
information services through ImproveNet. Our consolidated statements of
operations and cash flows do not reflect operations for year 2002 of the home
improvement services segment as this segment was acquired effective December 31,
2002 through the Merger between ImproveNet and eTech but do reflect both
segments for year 2003.

RESULTS OF OPERATIONS

REVENUES

     Our revenues increased to approximately $880,000 for the three months ended
March 31, 2004 from approximately $808,000 for the three months ended March 31,
2003, an increase of approximately $72,000 or 9%. The increase is primarily due
to increased revenues from the Home Improvement Services Segment. The
corresponding increase in our accounts receivable (net) was primarily
attributable to the increased revenue from the Home Improvement Services Segment
with a smaller part of such increase related to software development and sales.
In addition, prior to March 2004, our Customer Care Center and operations for
the service provider matching service were performed under terms of a services
agreement with a Canadian corporation in Nova Scotia, Canada which provides for
termination without cause upon 180 days notice by the Canadian corporation. In
January 2004, the Canadian corporation provided written notice to us of
termination of the services agreement. We have staffed our Scottsdale, Arizona
offices for the customer service and operations for the service provider
matching service. In March 2004, the transition of our Customer Care Center and
operations was made to our Scottsdale, Arizona offices. It is unclear if the
transition has been implemented smoothly or if the customer service and
operations will be performed adequately in the new location. There is an element
of goodwill associated with the customer relationship aspect of the customer
service center which could be lost if the services agreement was terminated. We
could experience a disruption in customer support, collections of accounts
receivable and revenues. The transition of our Customer Care Center operations
from the Canadian corporation to our offices in Scottsdale, Arizona during March
2004 may have briefly slowed collection of accounts receivable. However, we
anticipate that locating the Customer Care Center in our Scottsdale, Arizona
offices will provide benefits over the long term by allowing management to more
quickly monitor and respond to the needs of our customers.

     The following table and discussion highlights our approximate revenues for
the three months ended March 31, 2004 and 2003:

<TABLE><CAPTION>
                                                                 Three months ended March 31,
                                                              2004           2003          Change
                                                           ----------     ----------     ----------
<S>                                                        <C>            <C>            <C>
          Revenues
                Software Sales (eTechLogix)                $  169,000     $  205,000     $  (36,000)
                Home Improvement Services (ImproveNet)        711,000        603,000        108,000
                                                           ----------     ----------     ----------
          Total                                            $  880,000     $  808,000     $   72,000
                                                           ==========     ==========     ==========
</TABLE>

SOFTWARE SALES (ETECHLOGIX) REVENUES

     eTechLogix revenue decreased to approximately $169,000 for the three months
ended March 31, 2004, from approximately $205,000 for the three months ended
March 31, 2003, a decrease of approximately $36,000 or 18%. The decrease in
eTechLogix's revenue resulted from a decrease in sales of the Company's products
and consulting services. eTechLogix relies on eight primary customers for its
revenue.

HOME IMPROVEMENT SERVICES (IMPROVENET) REVENUES

     ImproveNet revenue increased to approximately $711,000 for the three months
ended March 31, 2004,from approximately $603,000 for the three months ended
March 31, 2003, an increase of approximately $108,000 or 18%. The increase in
ImproveNet's revenue resulted from the continued building of a network of
service providers and an increased number of home

                                       11
<PAGE>

improvement projects which were matched to those service providers. ImproveNet
revenue consists almost entirely of service revenues from its contractor
matching service.

OPERATING EXPENSES

COST OF REVENUES

     Cost of revenues decreased to approximately $455,000 for the three months
ended March 31, 2004 from approximately $531,000 for the three months ended
March 31, 2003, a decrease of approximately $76,000. The decrease is primarily
due to our improvement of website optimization, ROI analysis of home improvement
leads sources, and locating new home improvement lead providers, all of which
has increased efficiencies in our acquisition of home improvement leads.

     The following table and discussion highlights our approximate cost of
revenues for the three months ended March 31, 2004 and 2003:

<TABLE><CAPTION>
                                                                 Three months ended March 31,
                                                              2004           2003          Change
                                                           ----------     ----------     ----------
<S>                                                        <C>            <C>            <C>
          Cost of revenues
                Software Sales (eTechLogix)                $   34,000     $     --       $   34,000
                Home Improvement Services (ImproveNet)        421,000        531,000       (110,000)
                                                           ----------     ----------     ----------
          Total                                            $  455,000     $  531,000     $  (76,000)
                                                           ==========     ==========     ==========
</TABLE>

SOFTWARE SALES (ETECHLOGIX) COST OF REVENUE

      eTechLogix cost of revenues increased to approximately $34,000 for the
three months ended March 31, 2004, from zero for the three months ended March
31, 2003. After evaluating the method of accounting for cost of software sales,
management has determined that variable costs associated with software sales
revenue is approximately twenty percent (20%) of revenues and therefore has been
applied as a cost of revenue and reallocated from selling, general, and
administrative expenses. This method will be re-evaluate periodically for
application as a cost of revenue.

HOME IMPROVEMENT SERVICES (IMPROVENET) COST OF REVENUE

     ImproveNet cost of revenue decreased to approximately $421,000 for the
three months ended March 31, 2004, from approximately $531,000 for the three
months ended March 31, 2003, a decrease of approximately $110,000 or 21%. The
decrease is primarily due to our improvement of website optimization, ROI
analysis of home improvement leads sources, and locating new home improvement
lead providers, all of which has increase efficiencies in our acquisition of
home improvement leads. ImproveNet's cost of revenue consists primarily of the
acquisition and processing costs of home improvement leads and the costs of our
Customer care Center, which is responsible for management, staffing and
processing of our proprietary matching services . During all of year 2003 and up
to late March 2004, our Customer Care Center was outsourced. In March 2004, we
staffed and transitioned our Customer Care Center operations to our principal
offices in Scottsdale, Arizona.

SELLING, GENERAL AND ADMINISTRATIVE

     Our selling, general and administrative expenses decreased to approximately
$317,000 for the three months ended March 31, 2004 from approximately $449,000
for the three months ended March 31 2003, a decrease of approximately $132,000
or 29%

     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 decrease in our general and administrative expenses is
primarily the result of a decrease in payroll cost.

RESEARCH AND DEVELOPMENT

     Our research and development expenses increased to approximately $101,000
for the three months ended March 31, 2004 from approximately $89,000 for the
three months ended March 31, 2003, an increase of approximately $12,000 or 13%.

     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 site.

                                       12
<PAGE>

     The increase in research and development expenses in 2004 was primarily
attributable to increased payroll and related costs associated with improving
the functionality and features of www.improvenet.com and work on the integration
and improvement of the eTechLogix software products which management believes
will benefit us long-term if it is able to implement its sales and marketing
strategy.

MARKETING

     Upon review management has determined separating marketing expenses out of
selling, general & administrative was not appropriate. Marketing expenses are no
longer being reported and discussed as a separate item as of the second quarter
2003.

OTHER REVENUES (EXPENSES)

     Other revenue (expenses) decreased to an expense of approximately $4,000
for the three months ended March 31, 2004 from revenue of approximately $112,000
for the three months ended March 31, 2003, a decrease of approximately $116,000.

     The following table and discussion highlights our approximate other
revenues (expenses) for the three months ended March 31, 2004 and 2003:

<TABLE><CAPTION>
                                                                Three months ended March 31,
                                                            2004            2003           Change
                                                         ----------      ----------      ----------
<S>                                                      <C>             <C>             <C>
          Other Revenues (Expenses)
                Interest income                          $     --        $    3,000      $   (3,000)
                Interest expense and financing costs        (14,000)         (3,000)        (11,000)
                Relief of debt                                 --           104,000        (104,000)
                Miscellaneous income                         10,000           8,000           2,000
                                                         ----------      ----------      ----------
                                                         $   (4,000)     $  112,000      $ (116,000)
                                                         ==========      ==========      ==========
</TABLE>

     The decrease in other revenues (expenses) from the prior year quarter is
primarily due to a decrease in the relief of debt in the current year quarter.

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 that 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

     During our recent history we have funded our operations and investments in
property and equipment through cash from operations, short term borrowing from
private lending sources, and proceeds from private placements of convertible
debt. Since inception funding sources have also included private placement and
public offerings of equity. Our plan is to raise additional funds as needed to
fund our operations and investments in property and equipment.

     Cash and cash equivalents totaled approximately $162,000 at March 31, 2004,
a decrease of approximately $221,000 or 58% from approximately $383,000 at
December 31, 2003. The decrease was primarily due to the $202,000 of cash used
in operating activities.

     Cash used in operating activities for the three months ended March 31, 2004
was approximately $202,000, compared to cash used of approximately $223,000 for
the three months ended March 31, 2003. Cash used in operating activities in the
prior 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. The cash used in operating activities in the
current quarter reflects the changes in the operating assets and liabilities.

     Cash used in investing activities was approximately $12,000 for the three
months ended March 31, 2004, an increase of approximately $6,000 above cash used
of approximately $6,000 for the three months ended March 31, 2003. In the first
three months of both 2004 and 2003 the cash was used to purchase equipment.

                                       13
<PAGE>

     Cash used in financing activities was approximately $7,000 for the three
months ended March 31, 2004, a decrease of approximately $14,000 from cash used
of approximately $21,000 for the three months ended March 31, 2003. In the first
three months of both 2004 and 2003 the cash was used to repay debt.

     We anticipate increased year-over-year sales volume of our primary software
products throughout 2004 and thereafter. We also anticipate increased revenues
from the expansion of the home improvement information services segment.
Expansion of the home improvement services segment will require us to add
additional personnel to our Customer Care Center as well as necessitate new
investments in additional property and equipment. We continue to research and
develop more innovative ways of pricing our services, expanding our core service
offerings, and identifying more efficient ways of operating our business. It is
probable that we must raise additional capital for any expansion that we may
pursue, and therefore we intend to raise additional capital either through a
public or private offering of securities.

     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.

     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 2004 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. 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 Acting 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 CONTROL OVER FINANCIAL REPORTING. 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.

                                       14
<PAGE>

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

          From time to time, we may be involved in routine litigation relating
to claims arising out of or incidental to our operations. As of the date of this
filing, we are engaged in various legal proceedings that are incidental to our
business. As of the date of this filing, we are engaged in legal proceedings
that could materially affect our business should an adverse judgment be entered
against us. Should a third party in any of the ongoing litigation matters obtain
a judgment against the Company or its subsidiary, it is unlikely the Company or
its subsidiary would have sufficient working capital available to timely pay any
such judgment. In addition, we have received preliminary information regarding
possible erroneous cancellation of health insurance benefits for former
employees under COBRA for which we may have potential liability.

         One arbitration matter in Phoenix, Arizona involved First Systech
International, Inc., a predecessor to Etech, our wholly-owned subsidiary. This
proceeding concerns the 1998 sale of an ERP software product to a client who is
demanding a refund of the purchase price, and First Systech International
counterclaimed for the balance due on the contract plus additional work
performed and professional expenses of the litigation. The matter was before an
arbitrator who recently entered an award against First Systech for $116,886 plus
simple interest at 10% per year. Currently, the amount owing is approximately
$182,000 including interest to date. First Systech is unable to pay the amount
owed and is negotiating a payout over a several year period of the amount owing.
It is not clear if a satisfactory payment arrangement can be made.

         In late March 2004, we initiated litigation in Nova Scotia, Canada
against the Canadian corporation that had been performing our Customer Care
Center and operations for the service provider matching service to enforce and
protect our rights under the services agreement regarding our proprietary
material. On March 26, 2004, the Canadian court entered an order prohibiting the
Canadian corporation from utilizing in any way ImproveNet's proprietary
materials and from soliciting or contacting any ImproveNet contractor. At a
court hearing in Canada on March 31, 2004, the order entered by the court
provided very specific limitations on the Canadian corporation's ability to
contact contractors that are participating in our membership program for a
specified period of time. The provisions of that agreement were set forth in a
writing filed with the Canadian court. Although no further matters are pending
before the Canadian court, we are prepared to pursue additional litigation in
the Canadian court or by arbitration in Arizona, if necessary, to protect our
proprietary material.

ITEM 2. CHANGES IN SECURITIES

         There were no changes in or sales of securities during the first
quarter of 2004.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

         There were no defaults upon senior securities.

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

          No matters were submitted to a vote of security holders during the
first quarter of 2004.

ITEM 5. OTHER INFORMATION

         None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

  EXHIBIT
  NUMBER                 DESCRIPTION OF DOCUMENT
  ------                 -----------------------

31.1      Certification of Jeffrey I. Rassas, Chief Executive Officer pursuant
          to Rule 13a-14(a)/15d-14(a)

31.2      Certification of Homayoon J. Farsi, Acting Chief Financial Officer
          pursuant to Rule 13a-14(a)/15d-14(a)

32.1      Certification of Jeffrey I. Rassas, Chief Executive Officer pursuant
          to section 906 of the Sarbanes Oxley Act of 2002

32.2      Certification of Homayoon J. Farsi, Acting Chief Financial Officer
          pursuant to section 906 of the Sarbanes Oxley Act of 2002


------------------
                                       15
<PAGE>

(b) Reports on Form 8-K

         No Reports on Form 8-K were filed during the first quarter of 2004.
















































                                       16
<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 17, 2004 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/ Homayoon J. Farsi
                                  ----------------------------------------------
                                  Homayoon J. Farsi, Co-Chairman, President and
                                  Acting Chief Financial Officer



Date: May 17, 2004













                                       17