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, 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: 000-30090

                                 ---------------
                            IMAGIS TECHNOLOGIES INC.
              (Exact name of small business issuer in its charter)
                                 ---------------

         British Columbia, Canada                      Not Applicable
     (State or other jurisdiction of          (IRS Employer Identification No.)
      incorporation or organization)

                         1630 - 1075 West Georgia Street
                           Vancouver, British Columbia

                    (Address of principal executive offices)

                                 (604) 684-2449
                           (Issuer's telephone number)
                                 ---------------

As of May 15,  2003,  20,671,705  common  shares of the Company  were issued and
outstanding.

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


                                       1


<PAGE>


                            IMAGIS TECHNOLOGIES INC.

                                   FORM 10-QSB


                   For the Quarterly Period Ended March, 2003


                                      INDEX

PART I      Financial Information
  Item 1.   Financial Statements                                               4
  Item 2.   Management's Discussion and Analysis or Plan of Operations        18
  Item 3.   Controls and Procedures                                           22

PART II     Other Information
  Item 1.   Legal Proceedings                                                 23
  Item 2.   Changes in Securities                                             23
  Item 3.   Defaults Upon Senior Securities                                   23
  Item 4.   Submission of Matters to a Vote of Security Holders               23
  Item 5.   Other Information                                                 23
  Item 6.   Exhibits and Reports on Form 8-K                                  24


                                       2


<PAGE>


                    NOTE REGARDING FORWARD-LOOKING STATEMENTS

Except for statements of historical fact, certain  information  contained herein
constitutes   "forward-looking   statements,"   including   without   limitation
statements containing the words "believes," "anticipates," "intends," "expects,"
and words of similar import, as well as all projections of future results.

Such forward-looking  statements involve known and unknown risks,  uncertainties
and other  factors  which may cause the actual  results or  achievements  of the
Issuer to be materially different from any future results or achievements of the
Issuer  expressed or implied by such  forward-looking  statements.  Such factors
include,  but are not limited to the following:  the Issuer's limited  operating
history;  the Issuer's need for additional  financing;  the Issuer's  history of
losses; the Issuer's dependence on a small number of customers;  risks involving
new product  development;  competition,  management  of growth and  integration;
risks of technological  change; the Issuer's dependence on key personnel;  risks
involving  lengthy  sales  cycles;   marketing   relationships  and  third-party
suppliers;  the Issuer's  ability to protect its  intellectual  property rights;
risks  associated with exchange rate  fluctuations;  risks of software  defects;
risks   associated  with  product   liability;   the  directors'  and  officers'
involvement  in other  projects;  the Issuer's  strategic  alliances  with Sanyo
Semiconductor  Company and Intacta  Technologies Inc. ("Intacta") to form Zixsys
Inc.; the Issuer's  agreements with OSI Systems Inc. ("OSI");  the volatility of
the Issuer's share price; risks associated with certain shareholders' exercising
control over certain matters; and the other risks and uncertainties described in
Exhibit 99.1 of this Form 10-QSB.

Although   the   Issuer   believes   that   expectations   reflected   in  these
forward-looking  statements are reasonable,  the Issuer cannot  guarantee future
results, levels of activity,  performance,  achievements or other future events.
Moreover,  neither the Issuer nor anyone  else  assumes  responsibility  for the
accuracy and  completeness of these  forward-looking  statements.  The Issuer is
under no duty to update any of these  forward-looking  statements after the date
of this  report.  You should not place undue  reliance on these  forward-looking
statements.


                                       3


<PAGE>


PART 1 - FINANCIAL INFORMATION

Item 1. Financial Statements

The Company's  financial  statements  for the three month period ended March 31,
2003 are  included in response to Item 1 and have been  compiled by  management.
The  financial  statements  should  be read  in  conjunction  with  Management's
Discussion  and  Analysis  or Plan of  Operations  (Part  1,  Item 2) and  other
financial information included elsewhere in this Form 10-QSB.

                            IMAGIS TECHNOLOGIES INC.
                                 BALANCE SHEETS
                   AS AT MARCH 31, 2003 AND DECEMBER 31, 2002
                         (expressed in Canadian dollars)

                                                March 31,
                                                  2003             December 31,
                                               (Unaudited)            2002
                                             ---------------   -----------------

ASSETS

Current assets
   Cash and cash equivalents                 $      59,840     $         547,831
   Accounts receivable                             320,095               437,770
   Prepaid expenses and deposit                     38,933                75,537
                                             ---------------   -----------------
                                                   418,868             1,061,138

   Equipment                                       297,569               328,402


   Other assets                                    470,351               306,231
                                             ---------------   -----------------
                                             $   1,186,788      $      1,695,771
                                             ---------------   -----------------

LIABILITIES AND SHAREHOLDERS' DEFICIENCY

Current liabilities
   Credit facility (note 3)                  $     186,115      $              -
   Accounts payable and accrued liabilities      1,392,217               648,901
   Deferred revenue                                279,218               339,485

   Capital lease obligations                        21,448                19,123
                                             ---------------   -----------------
                                                 1,878,998             1,007,509
                                             ---------------   -----------------

Long-term liabilities

   Capital lease obligations                        38,181                41,720
                                             ---------------   -----------------
                                                    38,181                41,720
                                             ---------------   -----------------

Shareholders' deficiency
    Share capital (note 4)                      17,626,656            17,361,118
    Advance on private placement (note 4)          146,780                     -
    Contributed surplus                            423,303               427,453
    Deficit                                   (18,927,130)          (17,142,029)
                                             ---------------   -----------------
                                                 (730,391)               646,542
                                             ---------------   -----------------
                                             $   1,186,788      $      1,695,771
                                             ---------------   -----------------

See accompanying notes to financial statements.


                                       4


<PAGE>


                            IMAGIS TECHNOLOGIES INC.
                      STATEMENTS OF OPERATIONS AND DEFICIT
               FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
                         (expressed in Canadian dollars)
                      (Unaudited - Prepared by Management)


                                                Three months ended March 31,

                                                  2003                2002
                                                  ----                ----

Revenues:
   Software sales                          $      135,983          $     985,954
   Support and services                           134,019                 59,830
   Other                                            7,506                 24,500
                                             ---------------      --------------
                                                  277,508              1,070,284
                                             ---------------      --------------

Expenses:
   Administration                                 951,651                997,178
   Amortization                                    66,413                 31,876
   Bad debt expense                                42,074                      -
   Cost of materials                                3,014                 10,289
   Interest                                         6,330                  3,592
   Sales and marketing                            573,996                557,748
   Technology development                         278,543                369,706
   Technical services                             140,588                239,397
                                             ---------------      --------------
                                                2,062,609              2,209,786
                                             ---------------      --------------

Loss for the period                           (1,785,101)            (1,139,502)

Deficit, beginning of year                   (17,142,029)           (10,190,636)
                                             ---------------      --------------

Deficit, end of period                     $ (18,927,130)         $ (11,330,138)
                                             ===============      ==============
Loss per share - basic and diluted         $       (0.09)         $       (0.07)
                                             ===============      ==============

Weighted average number of                     20,483,622             16,708,795
shares outstanding                           ---------------      --------------

See accompanying notes to financial statements.


                                       5


<PAGE>


                            IMAGIS TECHNOLOGIES INC.
                            STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
                         (expressed in Canadian dollars)
                      (Unaudited - Prepared by Management)

                                                Three months ended March 31,

                                                  2003                2002
                                                  ----                ----

Cash provided by (used in):

Operations:
   Loss for the period                       $  (1,785,101)        $ (1,139,502)
   Items not involving cash:
     Amortization                                    66,413               31,876
     Stock-based compensation                       (4,150)              223,781
     Accrued interest                                 1,115                    -
   Changes in non-cash operating working
      capital:
     Accounts receivable                            117,675            (706,479)
     Prepaids                                        36,604              (2,324)
     Accounts payable and accrued
       liabilities                                  743,315              100,214
     Deferred revenue                              (60,267)               17,492
                                             --------------      ---------------
                                                  (884,396)          (1,474,942)
                                             --------------      ---------------
Investments:
   Purchase of equipment                            (5,921)             (62,894)
   Short-term investments                                 -              908,836
   Deferred acquisition costs                     (190,338)                    -
                                             --------------      ---------------
                                                  (196,259)              845,942
                                             --------------      ---------------
Financing:
   Issuance of common shares for cash               265,538              523,748
   Advance on private placement                     146,780                    -
   Capital lease obligations                        (4,654)                    -
   Loan from related party                          185,000                    -
                                             --------------      ---------------
                                                    592,664              523,748
                                             --------------      ---------------

Decrease in cash                                  (487,991)            (105,252)
Cash and cash equivalents, beginning
 of period                                          547,831              200,659
                                             --------------      ---------------
Cash and cash equivalents, end of period     $       59,840      $        95,407
                                             ==============      ===============


                                       6


<PAGE>


                            IMAGIS TECHNOLOGIES INC.
                      STATEMENTS OF CASH FLOWS (continued)
               FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
                         (expressed in Canadian dollars)
                      (Unaudited - Prepared by Management)

Supplementary information and disclosures:

   Interest paid                                        $ 5,215      $    3,592

   Issuance of common shares on conversion of special
   warrants                                                   -        1,195,750

   Equipment acquired under capital lease                 3,440                -

See accompanying notes to financial statements.


                                       7


<PAGE>


                            IMAGIS TECHNOLOGIES INC.
                          NOTES TO FINANCIAL STATEMENTS
                         (expressed in Canadian dollars)
                      (Unaudited - Prepared by Management)

1.   Operations:

     Imagis Technologies Inc. (the "Company") was incorporated under the Company
     Act (British  Columbia) on March 23, 1998. The Company operates in a single
     segment,  being  the  development  and sale of  software  applications  and
     advanced biometric facial recognition software solutions.

     These  financial  statements  have been  prepared on a going  concern basis
     which includes the assumption  that the Company will be able to realize its
     assets and settle its liabilities in the normal course of business. For the
     three  months  ended March 31,  2003,  the Company has incurred a loss from
     operations  of  $1,785,101  and a  deficiency  in  operating  cash  flow of
     $884,396.  In  addition,  the Company has  incurred  significant  operating
     losses and net  utilization  of cash in  operations  in all prior  periods.
     Accordingly,  the Company will require continued financial support from its
     shareholders  and creditors  until it is able to generate  sufficient  cash
     flow from  operations  on a  sustained  basis.  Failure  to obtain  ongoing
     support of its  shareholders and creditors may make the going concern basis
     of  accounting  inappropriate,  in which  case  the  Company's  assets  and
     liabilities would need to be recognized at their liquidation values.  These
     financial  statements  do not  include  any  adjustment  due to this  going
     concern uncertainty.

2.   Significant accounting policies:

     The Company prepares its financial  statements in accordance with generally
     accepted accounting  principles in Canada and, except as set out in Note 7,
     also comply, in all material respects, with accounting principles generally
     accepted  in the  United  States.  The  financial  statements  reflect  the
     following significant accounting policies:

     (a)  Cash equivalents:

          The Company  considers  all highly liquid  investments  with a term to
          maturity  of  three   months  or  less  when   purchased  to  be  cash
          equivalents.  Investments  having a term in excess of three months but
          less than one year are classified as short-term investments.

     (b)  Equipment:

          Equipment  is recorded  at cost and is  amortized  over its  estimated
          useful life on a straight-line basis at the following annual rates:

            Asset                                              Rate
            -----                                              ----
            Computer hardware                                  30%
            Furniture and fixtures                             20%
            Software                                           100%

     (c)  Other Assets:

          Other  assets is  comprised  of patents and a license.  The assets are
          recorded at cost and are amortized over their estimated useful life on
          a straight-line basis at the following annual rates:

            Asset                                              Rate
            -----                                              ----
            Patents                                            33.3%
            License                                            33.3%

          Included in other assets is $210,387 which  represents  costs incurred
          by the Company  through  March 31, 2003  (December 31, 2002 - $20,048)
          relating to a proposed acquisition.


                                       8


<PAGE>


                            IMAGIS TECHNOLOGIES INC.
                          NOTES TO FINANCIAL STATEMENTS
                         (expressed in Canadian dollars)
                      (Unaudited - Prepared by Management)

2.   Significant accounting policies, continued:

     (d)  Revenue recognition:

          (i)  Software sales revenue:

               The Company  recognizes  revenue  consistent  with  Statement  of
               Position 97-2, "Software Revenue Recognition". In accordance with
               this  Statement,  revenue is  recognized,  except as noted below,
               when all of the following criteria are met;  persuasive  evidence
               of a contractual  arrangement exists, title has passed,  delivery
               and customer acceptance has occurred, the sales price is fixed or
               determinable and collection is reasonably assured. Funds received
               in  advance of  meeting  the  revenue  recognition  criteria  are
               recorded as deferred revenue.

               When  a  software   product  requires   significant   production,
               modification or customization, the Company generally accounts for
               the  arrangement  using  the  percentage-of-completion  method of
               contract  accounting.  Progress to  completion is measured by the
               proportion  that  activities  completed  are  to  the  activities
               required under each  arrangement.  When the current estimate on a
               contract indicates a loss, a provision for the entire loss on the
               contract is made.

               When  software  is  sold  under  contractual   arrangements  that
               includes post contract customer support ("PCS"), the elements are
               accounted for separately if vendor  specific  objective  evidence
               ("VSOE") of fair value exists for all undelivered elements.  VSOE
               is  identified by reference to renewal  arrangements  for similar
               levels of support covering  comparable  periods. If such evidence
               does not exist, revenue on the completed  arrangement is deferred
               until the earlier of (a) VSOE being established or (b) all of the
               undelivered  elements  are  delivered  or  performed,   with  the
               following exceptions: if the only undelivered element is PCS, the
               entire fee is recognized  ratably over the PCS period, and if the
               only undelivered element is service, the entire fee is recognized
               as the services are performed.

               The Company  provides for estimated  returns and warranty  costs,
               which to date have been nominal, on recognition of revenue.

          (ii) Support and services revenue:

               Up front  payments for Contract  support and services  revenue is
               deferred  and is  amortized  to revenue  over the period that the
               support and services are provided.

     (e)  Use of estimates:

          The  preparation of financial  statements in accordance with generally
          accepted  accounting  principles requires management to make estimates
          and assumptions  that affect the amounts  reported or disclosed in the
          financial statements.  Actual amounts may differ from these estimates.

     (f)  Foreign currency:

          Monetary assets and liabilities  denominated in foreign currencies are
          translated  into Canadian  dollars at exchange  rates in effect at the
          balance sheet date.  Revenues and expenses are translated  using rates
          in effect at the time of the transactions.  Foreign exchange gains and
          losses are included in income.


                                       9


<PAGE>


                            IMAGIS TECHNOLOGIES INC.
                          NOTES TO FINANCIAL STATEMENTS
                         (expressed in Canadian dollars)
                      (Unaudited - Prepared by Management)

2.   Significant accounting policies, continued:

     (g)  Income taxes:

          The Company  uses the asset and  liability  method of  accounting  for
          income taxes. Under the asset and liability method,  future tax assets
          and  liabilities  are  recognized  for  the  future  tax  consequences
          attributable to differences  between the financial  statement carrying
          amounts of existing assets and  liabilities  and their  respective tax
          bases.  Future tax assets and  liabilities  are measured using enacted
          tax rates  expected  to apply to taxable  income in the years in which
          those  temporary  differences are expected to be recovered or settled.
          The effect on future tax  assets  and  liabilities  of a change in tax
          rates is  recognized in income in the period that includes the date of
          substantive  enactment.  To the extent that it is not considered to be
          more likely  than not that a deferred  tax asset will be  realized,  a
          valuation allowance is provided.

     (h)  Stock-based compensation:

          Effective January 1, 2002, the Company adopted the new recommendations
          of the Canadian Institute of Chartered Accountants with respect to the
          accounting  for  stock-based   compensation   and  other   stock-based
          payments.  The new  recommendations  require  direct  awards of stock,
          stock  appreciation  rights or awards that call for the  settlement in
          cash or other assets  awarded to employees and the cost of the service
          received as  consideration  to be measured and recognized based on the
          fair value of the equity instruments issued.  Compensation  expense is
          recorded  over the period of related  employee  service,  usually  the
          vesting   period   of  the   equity   instrument   awarded.   The  new
          recommendations  permit the  measurement of  compensation  expense for
          stock option  grants to employees  and  directors  that are not direct
          awards of stock,  stock  appreciation  rights  or  otherwise  call for
          settlement  in cash or other  assets by an  alternative  method and to
          provide pro forma  disclosure of the financial  results using the fair
          value method.  The Company has elected to adopt an alternative  method
          and continue with its policy of not recognizing  compensation  expense
          for  stock  options  granted  to  employees.  The  Company  recognizes
          compensation  expense for  non-employees  based on the estimated  fair
          value of the equity  instruments  issued and  recognizes  stock  based
          compensation under Canadian GAAP.

          Had  compensation  expense for employees been determined  based on the
          fair value  method,  the Company's net loss and net loss per share for
          the three month period ended March 31, 2003 and 2002,  would have been
          adjusted to the pro forma amounts indicated below:

                                                 Three months ended March 31,
                                                     2003            2002
                                            ------------------------------------

       Net loss - as reported                     $(1,785,101)    $(1,139,502)
       Net loss - pro forma                       (2,056,476)      (1,206,292)

       Net loss per share - as reported             $(0.09)          $(0.07)
       Net loss per share - pro form                 (0.10)           (0.07)
                                            ------------------------------------

          The pro forma  amounts  exclude  the effect of stock  options  granted
          prior to January 1, 2002.  The fair value of each stock  option  grant
          was  estimated  on the date of grant  using the  Black-Scholes  option
          pricing model using the following  average inputs:  volatility - 120%,
          risk free  interest  rate - 5%,  option term - 5 years,  and  dividend
          yield - nil.

          The weighted  average  fair value of employee  stock  options  granted
          since January 1, 2002 was $2.05 per share purchase option.


                                       10


<PAGE>


                            IMAGIS TECHNOLOGIES INC.
                          NOTES TO FINANCIAL STATEMENTS
                         (expressed in Canadian dollars)
                      (Unaudited - Prepared by Management)

2.   Significant accounting policies, continued:

     (i)  Loss per share:

          Loss per share is  calculated  using the  weighted  average  number of
          shares outstanding during the reporting period.  This average includes
          common  shares  issued  in a  reporting  period  from  their  date  of
          issuance.  Diluted per share  amounts are  calculated  by the treasury
          stock  method  whereby  the assumed  proceeds of dilutive  exercisable
          instruments  are applied to  repurchase  common  shares at the average
          market price for the period. The resulting net issuance is included in
          the  weighted  average  number for  purposes  of the diluted per share
          calculation. As all outstanding shares and warrants are anti-dilutive,
          there is no difference  between basic and diluted loss per share.  (j)
          Unaudited interim financial information:

          The information reported herein as at March 31, 2003 and for the three
          month  periods  ended March 31, 2003 and 2002 is  unaudited.  However,
          such financial information reflects all adjustments (consisting solely
          of normal recurring  adjustments) necessary for a fair presentation of
          the results for the periods presented. The unaudited interim financial
          statements are prepared using accounting  policies consistent with and
          should be read in conjunction with the Company's financial  statements
          at at and for the period ended December 31, 2002 which are included in
          the Company's 2002 Annual Report on Form 10-KSB.  Certain  comparative
          figures  have  been  reclassified  to  conform  with the  presentation
          adopted in the  current  reporting  period.  Results  for the  interim
          period ended March 31, 2003 are not necessarily indicative of what the
          results will be for the complete 2003 fiscal year.

3.   Credit facility:

     During the quarter  ended March 31,  2003,  the company  received  $185,000
     through the issuance of a note payable to a former director of the Company.
     This note allows the Company to borrow up to $200,000 and bears interest at
     the prime rate plus 2% and is due on the  earlier  of May 31,  2003 or upon
     receipt of funds  pursuant to an equity  financing.  The note is secured by
     the  receivables  of the  Company.  Through  March  31,  2003 this note has
     accrued  interest  in  the  amount  of  $1,115.  The  terms  of  this  loan
     arrangement were modified  subsequent to the end of the quarter (see Note 6
     - Subsequent Events).

4.   Share capital:

     (a)  Authorized:

          100,000,000 common shares without par value


                                       11


<PAGE>


                            IMAGIS TECHNOLOGIES INC.
                          NOTES TO FINANCIAL STATEMENTS
                         (expressed in Canadian dollars)
                      (Unaudited - Prepared by Management)

4.   Share capital, continued:

     (b)  Issued:

<TABLE>
                                                           Number
                                                          of shares             Amount
                                                       ----------------   -------------------

                                                       ----------------   -------------------
     <S>                                                    <C>                   <C>
     Balance, December 31, 2001                             16,419,131            10,142,041
                                                       ----------------   -------------------

     Issued during year:
         On private placement                                1,166,667             2,660,001
         Options exercised                                     375,110               423,193
         Warrants exercised                                    894,776             1,571,090
         Issued on conversion of special warrants            1,427,682             3,098,070
         Issued as bonus for consulting agreement               37,500                78,750
         Issued as bonus in consideration of loan               10,000                19,000
         Issued as bonus to a director and officer              20,000                25,000
         Share issuance costs                                       --             (656,027)
                                                       ----------------   -------------------
     Balance, December 31, 2002                             20,350,866       $    17,361,118
                                                       ----------------   -------------------

     Issued during the period:
         Options exercised                                     112,505                98,870
         Warrants exercised                                    133,334               166,668
                                                       ----------------   -------------------
     Balance, March 31, 2003                                20,596,705       $    17,626,656
                                                       ----------------   -------------------
</TABLE>

     (c)  Escrowed shares:

          As at December  31,  2001,  266,669  common  shares were being held in
          escrow.  These common shares were released from escrow on February 23,
          2002.

     (d)  Special warrants:

          On November 9, 2001,  1,427,682  Special Warrants were sold at a price
          of $2.17 per Special  Warrant  (gross  proceeds  less  offering  costs
          equaled $2,822,861),  each of which entitled the holder, upon exercise
          and without  payment of further  consideration,  to acquire one common
          share of the Company and one-half of one common share purchase warrant
          (the  "Warrants")  of the Company.  These  Special  Warrants  were not
          issued as compensation for services rendered.  Each whole Warrant will
          entitle  the holder to purchase  one common  share of the Company at a
          price of $2.55.  During 2002, all special warrants were converted into
          common  shares.  Also during  2002,  the Company  reduced the exercise
          price on some of the share purchase warrants as follows:

          (i)  288,018 share purchase warrants from $2.55 to $1.63;

          (ii) 220,200 share purchase warrants from $2.55 to $1.81;

          The securities  issued pursuant to the brokered private  placement and
          all underlying  securities  were subject to resale  restrictions  that
          expired on March 9, 2002.


                                       12


<PAGE>


                            IMAGIS TECHNOLOGIES INC.
                          NOTES TO FINANCIAL STATEMENTS
                         (expressed in Canadian dollars)
                      (Unaudited - Prepared by Management)


4.   Share capital, continued:

     (e)  Advance on private placement:

          During  the  quarter  ended  March  31,  2003,  the  Company  received
          US$100,000  (CDN$146,780) from a director of the Company.  The Company
          intends to issue stock in consideration of the amounts advanced to the
          director as part of the Company's next equity financing.

     (f)  Warrants:

          At December 31, 2002 and March 31, 2003,  the following  warrants were
          outstanding:

<TABLE>
     -------------------------------------------------------------------------------------------------------------
       December 31,                                             March 31,    Exercise
           2002         Granted    Exercised      Expired         2003         price          Expiry date
     -------------------------------------------------------------------------------------------------------------
<S>       <C>             <C>      <C>           <C>            <C>            <C>         <C>
          133,334         --       (133,334)         --            --          $1.25       February 23, 2003
          220,200         --           --        (220,200)         --          $1.81         March 9, 2003
          15,633          --           --         (15,633)         --          $1.81         March 9, 2003
          50,000          --           --            --           50,000       $2.20        January 18, 2004
          291,667         --           --            --          291,667       $2.28          July 8, 2004
          105,000         --           --            --          105,000       $2.84         July 24, 2004
     -------------------------------------------------------------------------------------------------------------
          815,834         --       (133,334)     (235,833)       446,667
     =============================================================================================================
</TABLE>

          The Company  has  agreed,  subject to  regulatory  approval,  that the
          exercise  price of the warrants  for the  purchase of 291,667  shares,
          issued in  conjunction  with a private  placement will be reduced from
          US$1.50  (Cdn$2.28)  to the same price per share as that  afforded the
          investors under the Company's next equity offering.


                                       13


<PAGE>


                            IMAGIS TECHNOLOGIES INC.
                          NOTES TO FINANCIAL STATEMENTS
                         (expressed in Canadian dollars)
                      (Unaudited - Prepared by Management)


4.   Share capital, continued:

     (g)  Options:

          At December 31, 2002 and March 31, 2003,  the  following  options were
          outstanding:

<TABLE>
     -------------------------------------------------------------------------------------------------------------
       December 31,                                             March 31,    Exercise
           2002         Granted    Exercised      Expired         2003         price          Expiry date
     -------------------------------------------------------------------------------------------------------------
<S>       <C>             <C>       <C>           <C>             <C>          <C>                 <C>
          155,000         --        (80,000)         --           75,000       $0.30          July 6, 2003
           50,000         --           --            --           50,000       $1.00       February 25, 2004
           45,000         --           --            --           45,000       $1.00         March 25, 2004
           60,000         --           --            --           60,000       $1.00         July 19, 2004
          196,999         --        (11,000)      (20,000)       165,999       $1.00        January 19, 2005
          546,666         --           --            --          546,666       $1.00        August 30, 2006
           15,000         --           --            --           15,000       $2.35       September 2, 2005
           15,000         --           --            --           15,000       $2.35        November 2, 2005
          160,000         --           --            --          160,000       $2.20       December 19, 2006
           15,000         --           --            --           15,000       $2.06        December 5, 2005
           27,000         --           --            --           27,000       $1.99       December 20, 2005
            8,400         --           --            --            8,400       $1.50       December 20, 2005
          245,833         --           --          (3,333)       242,500       $1.50          May 14, 2006
          305,000         --           --         (35,000)       270,000       $2.35         March 4, 2007
           56,990         --        (21,505)         --           35,485       $2.97        February 8, 2004
           10,000         --           --            --           10,000       $2.24        January 31, 2007
          170,000         --           --         (40,000)       130,000       $2.35          May 15, 2007
          155,000         --           --            --          155,000       $2.35         June 30, 2007
          385,000         --           --            --          385,000       $2.35         July 31, 2007
          300,000         --           --            --          300,000       $2.35        August 31, 2007
           85,000         --           --            --           85,000       $2.35        October 31, 2007
     -------------------------------------------------------------------------------------------------------------

         3,006,888        --       (112,505)      (98,333)      2,796,050
     =============================================================================================================
</TABLE>


                                       14


<PAGE>


                            IMAGIS TECHNOLOGIES INC.
                          NOTES TO FINANCIAL STATEMENTS
                         (expressed in Canadian dollars)
                      (Unaudited - Prepared by Management)


5.   Related party transactions not disclosed elsewhere are as follows:

     (a)  included  in  administration  expense  is $nil  (2002 -  $91,963)  for
          payments  made to a company  with a director  in common  for  services
          rendered to the Company.

     (b)  During the quarter  ended March 31, 2003 the Company  borrowed  from a
          previous  director of the Company an amount of $185,000.  This loan is
          secured by the accounts  receivable  of the Company.  Also included is
          interest  payable of $1,115 (2002 - nil) which is payable  pursuant to
          this loan (see also Note 6 - Subsequent events).

6.   Subsequent events:

     (a)  Subsequent  to March 31,  2003,  75,000  options  were  exercised  for
          proceeds to the Company of $22,500.

     (b)  Subsequent to March 31, 2003,  the terms of the note payable issued to
          a previous director of the Company were modified to increase the total
          borrowings  available  from  $200,000 to $500,000.  The interest  rate
          remains at the prime rate plus 2%. In addition the note is now secured
          by a General  Security  Agreement  over the  assets of  Imagis,  and a
          Source Code Escrow  Agreement  that  requires  Imagis to deposit  into
          escrow its source codes together with a license to  commercialize  the
          source codes on a non-exclusive,  world-wide, royalty-free basis for a
          period of five  years,  to be  released  only in the event that Imagis
          ceases operations or enters bankruptcy proceedings.

     (c)  Subsequent   to  March  31,  2003,   the  Company  has   undergone  an
          organizational  restructuring and refocusing of its sales,  marketing,
          and  development  efforts  and as a result  has  temporarily  laid off
          non-core  employees from its global  operations.  The Company has also
          closed its Victoria,  B.C office and  consolidated its operations into
          its Vancouver,  B.C. head office, and implemented  significant general
          administrative  expense reduction measures,  in order to substantially
          reduce the Company's monthly operating expenses.

     (d)  Pursuant  to a  Letter  of  Intent  dated  December  6,  2002  and  an
          Arrangement  Agreement  dated February 14, 2003 the Company has agreed
          to  acquire  100% of the  issued and  outstanding  shares of  Briyante
          Software Corp. ("Briyante"), a software development Company. Under the
          terms of this  agreement  the  Company  will issue  0.2857 of a common
          share for each 1 common share of Briyante.  The arrangement  agreement
          was approved by the  shareholders of Briyante at an annual and special
          general  meeting held on March 17, 2003 and by an order of the Supreme
          Court of British  Columbia on March 20, 2003.  Subsequent to March 31,
          2003, the Company agreed to the  postponement,  pending  amendments to
          the terms, of the acquisition of Briyante Software Corp. The agreement
          to amend the terms was brought about by the Company  determining  that
          it does not currently have sufficient working capital for the combined
          entity, as a result of a poor financial  environment over the past six
          months.  The revised  terms of the  acquisition  are  currently  under
          negotiation.  Any  amendments  will  be  subject  to  entering  into a
          definitive amendment  agreement,  regulatory approval and any required
          shareholder  approval.  The Company is  committed  to  completing  its
          acquisition of Briyante and, in the interim,  the Company and Briyante
          will continue to market each other's products and services.

     (e)  Pursuant to a term sheet dated February 20, 2003, the Company  entered
          into a  private  placement  agreement  to  obtain  financing  of up to
          USD$4.0 million,  with an initial sale of up to USD$1.5 million in the
          form of a special  warrant and up to USD$2.5  million in the form of a
          series  of sales of  common  shares  under an  effective  registration
          agreement  filed with the  Securities  and Exchange  Commission.  This
          agreement was subject to final documentation, approval of the board of
          directors of the Company, and regulatory approval. Subsequent to March
          31, 2003, the Company was unable to reach agreement with the placee on
          the final terms of the private placement and the private placement was
          cancelled.


                                       15


<PAGE>


                            IMAGIS TECHNOLOGIES INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (expressed in Canadian dollars)

7.   United States generally accepted accounting principles:

     These financial  statements have been prepared in accordance with generally
     accepted accounting  principles in Canada ("Canadian GAAP") which differ in
     certain  respects  with  accounting  principles  generally  accepted in the
     United  States  ("U.S.  GAAP").  Material  issues  that  could give rise to
     measurement  differences to these consolidated  financial statements are as
     follows:

     (a)  Stock-based compensation:

          The Company has granted stock options to certain employees, directors,
          advisors,  and  consultants.  These  options are granted for  services
          provided to the Company. For options issued subsequent to December 31,
          2001,  the Company  amortizes  the  expense of all  options  issued to
          non-employees  based on the  Black-Scholes  model under Canadian GAAP.
          For U.S. GAAP  purposes,  an enterprise  recognizes or, at its option,
          discloses  the  impact of the fair  value of stock  options  and other
          forms of stock-based  compensation in the determination of income. The
          Company   has  elected   under  U.S.   GAAP  to  continue  to  measure
          compensation  cost for  stock  options  granted  to  employees  by the
          intrinsic  value method.  Options  granted to  non-employees  prior to
          January 1, 2002,  are required to be measured and  recognized at their
          fair value as the services are provided and the options are earned. In
          addition,  during  the year  ended  December  31,  2001 and 2002,  the
          Company  repriced certain options and  consequently,  under U.S. GAAP,
          such options are accounted  for as variable  options and net increases
          in the underlying  common shares market price since the repricing date
          are recognized as  compensation  cost until the options are exercised,
          expire or forfeited.

     (b)  Beneficial conversion option:

          During  the  year  ended   December  31,  2000,   the  Company  issued
          convertible debentures with detachable warrants attached. For Canadian
          GAAP purposes, the issuance is considered to be of a compound debt and
          equity  instrument  and the proceeds  were  allocated  between the two
          elements based on their relative fair values.  For U.S. GAAP purposes,
          this allocation results in a beneficial  conversion option as the fair
          value of the shares issuable on conversion of the debt is in excess of
          the value at which such shares would be issuable  based on the reduced
          carrying value of the debt element.  This beneficial conversion option
          was amortized over the period to the first conversion date.

     (c)  Warrant issuance for services:

          During the year ended  December 31, 2000,  the Company  issued 200,000
          warrants having an exercise price of $3.50 each for services rendered.
          In accordance  with the Company's  accounting  policies,  for Canadian
          GAAP purposes no value has been  assigned to these warrant  issuances.
          For U.S.  GAAP  purposes,  the fair value of these  warrants  would be
          determined  based on an option  pricing  model and  recognized  as the
          services are provided.


                                       16


<PAGE>


                            IMAGIS TECHNOLOGIES INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (expressed in Canadian dollars)

7.   United States generally accepted accounting principles, continued:

     (d)  Loss per share:

          In accordance  with U.S. GAAP,  common shares  issuable on exercise of
          the Special  Warrants are included in the  calculation of the weighted
          average  number of shares  outstanding  for  purposes  of the loss per
          share calculations.

          The effect of these accounting  differences on deficit, net loss, loss
          per share and future  income  taxes  under  United  States  accounting
          principles are as follows:

<TABLE>
                                                                      Ended March 31,
                                                             2003                       2002

<S>                                                <C>                        <C>
         Deficit, Canadian GAAP                    $         (18,927,130)     $         (11,330,138)
         Cumulative stock based compensation (a)              (1,315,767)                (1,538,636)
         Beneficial conversion options (b)                      (208,200)                  (208,200)
         Warrants issued for services (c)                       (722,000)                  (722,000)
                                                      --------------------      ---------------------
         Deficit, U.S. GAAP                        $         (21,173,097)     $         (13,798,974)
                                                      --------------------      ---------------------
</TABLE>


<TABLE>
                                                                    Three months ended
                                                                         March 31,
                                                              2003                       2002

<S>                                                <C>                        <C>
         Loss for the period, Canadian GAAP        $          (1,785,101)     $          (1,139,502)
         Stock-based compensation                                (20,743)                  (484,024)
                                                      --------------------      ---------------------
         Loss for the period, U.S. GAAP                       (1,805,844)                (1,623,526)
                                                      --------------------      ---------------------
         Loss per share, U.S. GAAP - basic
           and diluted$                            $               (0.09)     $               (0.09)
                                                      --------------------      ---------------------
</TABLE>


                                       17


<PAGE>


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

About Imagis

Imagis  Technologies  Inc. is a developer and marketer of software  applications
and advanced  biometric facial  recognition  software solutions both as products
and as a  Software  Development  Kit.  These  applications  provide  a range  of
security  solutions  in  various  industry  sectors  including   airports,   law
enforcement, customs, immigration and other government agencies, and gaming. The
Company  currently has over one hundred and forty  installations of its software
products.

Overview

Revenue for software and services has  historically  accounted for a substantial
portion of the Company's  revenue.  Typically,  the Company  enters into a fixed
price contract with a customer for the licensing of selected  software  products
and the provision of specific services.  The Company generally  recognizes total
revenue for software and services associated with a contract using percentage of
completion  method based on the total costs  incurred  over the total  estimated
costs to complete the contract.

The Company's revenue is dependent, in large part, on significant contracts from
a  limited  number  of  customers.  As a result,  any  substantial  delay in the
Company's  completion of a contract,  the inability of the Company to obtain new
contracts or the cancellation of an existing contract by a customer could have a
material  adverse  effect on the Company's  results of  operations.  The loss of
certain  contracts  could  have a  material  adverse  effect  on  the  Company's
business, financial condition,  operating results and cash flows. As a result of
these and other factors,  the Company's results of operations have fluctuated in
the past and may continue to fluctuate from period-to-period.

Recent world events and concerns regarding security have increased  awareness of
and  interest  in  products  that  have  law   enforcement   or  other  security
applications. There can be no assurance, however, that such trends will continue
or will result in increased sales of the Company's products and services.

Critical Accounting Polices

On December 12, 2001, the Securities and Exchange Commission issued a cautionary
advice  regarding  the  disclosure  of critical  accounting  policies.  Critical
accounting  policies are those that management  believes are both most important
to the portrayal of the Company's  financial  conditions  and results,  and that
require difficult,  subjective, or complex judgements,  often as a result of the
need to make estimates about the effects of matters that involve uncertainty.

We believe  the  "critical"  accounting  policies we use in  preparation  of our
financial statements are as follows:

Revenue recognition

(i)  Software sales revenue:

     The Company  recognizes revenue consistent with Statement of Position 97-2,
     "Software Revenue Recognition".  In accordance with this Statement, revenue
     is recognized,  except as noted below,  when all of the following  criteria
     are met: persuasive evidence of a contractual arrangement exists, title has
     passed,  delivery and customer acceptance has occurred,  the sales price is
     fixed or determinable and collection is reasonably assured.  Funds received
     in advance of meeting  the revenue  recognition  criteria  are  recorded as
     deferred revenue.

     When a software product requires  significant  production,  modification or
     customization, the Company generally accounts for the arrangement using the
     percentage-of-completion   method  of  contract  accounting.   Progress  to
     completion is measured by the proportion that  activities  completed are to
     the activities  required under each arrangement.  When the current estimate
     on a contract  indicates  a loss,  a  provision  for the entire loss on the
     contract is made.


                                       18


<PAGE>


     When  software is sold under  contractual  arrangements  that includes post
     contract   customer  support  ("PCS"),   the  elements  are  accounted  for
     separately if vendor  specific  objective  evidence  ("VSOE") of fair value
     exists for all  undelivered  elements.  VSOE is  identified by reference to
     renewal  arrangements  for similar  levels of support  covering  comparable
     periods.  If  such  evidence  does  not  exist,  revenue  on the  completed
     arrangement is deferred until the earlier of (a) VSOE being  established or
     (b) all of the  undelivered  elements are delivered or performed,  with the
     following  exceptions:  if the only undelivered  element is PCS, the entire
     fee is recognized  ratably over the PCS period, and if the only undelivered
     element is  service,  the  entire fee is  recognized  as the  services  are
     performed.

     The Company  provides for estimated  returns and warranty  costs,  which to
     date have been nominal, on recognition of revenue.

(ii) Support and services revenue:

     Contract  support and  services  revenue is deferred  and is  amortized  to
     revenue ratably over the period that the support and services are provided.

Use of estimates
----------------

The preparation of financial  statements in accordance  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts  reported or disclosed in the  financial  statements.  Actual
amounts may differ from these estimates.

Stock-based compensation
------------------------

Effective  January 1, 2002, the Company adopted the new  recommendations  of the
Canadian  Institute of Chartered  Accountants with respect to the accounting for
stock-based compensation and other stock-based payments. The new recommendations
require  equity  instruments  awarded to  employees  and the cost of the service
received as  consideration to be measured and recognized based on the fair value
of the equity  instruments  issued.  Compensation  expense is recorded  over the
period of related  employee  service,  usually the vesting  period of the equity
instrument  awarded.   Alternatively,   the  new   recommendations   permit  the
measurement  of  compensation  expense for stock option  grants to employees and
directors  that are not direct  awards of stock,  stock  appreciation  rights or
otherwise call for  settlement in cash or other assets by an alternative  method
and to provide pro forma  disclosure  of the  financial  results  using the fair
value  method.  The  Company  has  elected to follow an  alternative  method and
continue  with the  former  accounting  policy of  recognizing  no  compensation
expense when stock options are granted to employees  because the Company  grants
stock  options  with an exercise  price based on the market price at the date of
the grant. The Company recognizes  compensation expense for consultants based on
the fair value of the equity instruments issued.


Results of  operations  for the three  months  ended March 31, 2003  compared to
March 31, 2002:

Revenues

Imagis' total revenues decreased 74% to $277,508 for the quarter ended March 31,
2003 over the comparable  prior year level of $1,070,284,  and decreased 4% over
the fourth quarter 2002 level of $289,774.  The lower revenues were attributable
to lower software sales revenues.

Revenues from the Company's software products declined 86% to $135,983 this year
as compared to $985,954 for 2002.  The quarter  ending  March 31, 2002  included
$620,000 in revenue from the Serco installation  during that period and $300,000
from  the  Company's  Alameda  installation.  There  were  no  comparable  large
contracts  during the same period this year,  these orders were received  during
2001 and the revenue was recorded as the installations  were completed.  The new
orders received during 2003 were $70,389 higher than in 2002, a 118% increase.

Support and services  revenues for 2003 were  $134,019 and were 124% higher than
in 2002 of $59,830.  The support  revenues are  increasing as the sales revenues
increased during 2002 and the deferred revenue of $279,218  recorded as at March
31, 2003 consists  solely of ongoing support  contracts,  this represents a 264%
increase over the 2002 deferred revenue balance of $76,676.

Other revenues were $7,506 for 2003, whereas comparable revenues of $24,500 were
earned in the prior year.  These revenues were primarily earned through interest
revenue and fluctuate with the Company's cash balances.


                                       19


<PAGE>


Operating Costs

Operating  expenses totaled $2,062,609 for 2003, which is 7% lower than the 2002
operating expenses of $2,209,786. The 2003 expenses include a one-time charge of
USD$250,000 (CDN$366,950) incurred as a management fee owing to OSI Systems Inc.
("OSI") in consideration of renegotiating  the terms of the agreements with OSI.
Excluding this charge,  the operating  expenses for 2003 were $1,695,659,  which
represents a 23% reduction in expenses over the prior year. The lower costs over
the  prior  period  resulted  from   significant   decreases  in  the  areas  of
administration and technology development and technical services.  Management of
the Company has implemented  significant  cost reduction  strategies  during the
final quarter of 2002 and throughout 2003 and the current operating expense rate
is  equivalent  to  approximately  $3,000,000  per annum,  providing an expected
expense level of approximately $4,400,000 for fiscal 2003. Management intends to
continue to reduce costs wherever  possible without impinging upon the Company's
ability to make sales, continue product development, and service customers.

Administration

Administrative costs for 2003 were $951,651,  which is 5% lower than for 2002 of
$997,178.  These  costs  include  the  one-time  management  fee of  USD$250,000
(CDN$366,950)  described above.  Excluding this charge, the administrative costs
were  $584,701,   which   represents  a  41%  reduction  from  the  prior  year.
Administrative  costs  include staff  salaries and related  benefits and travel,
stock based compensation, consulting and professional fees, facility and support
costs, shareholder, regulatory and investor relations costs.

Generally  all  categories  were  lower  due to the  effects  of  cost  reducing
strategies,  in particular including a significant reduction in travel costs and
the use of outside consultants.  Stock based compensation for the period was nil
during  2003 as opposed to an expense of $223,781  during  2002.  The  Company's
administrative  costs have declined since the second quarter of 2002,  primarily
due to no longer using financial advisory services and contract support staff.

Bad debt expense

The bad debt  expense  in 2003 of $42,074  consists  of a single  customer  that
defaulted on payment for a software  license.  There was no  comparable  expense
during the same period in 2002.

Interest and Amortization

Interest expense incurred this year primarily  related to financing of equipment
amounted  to $6,330,  up 76% from the prior  year of $3,592.  This is due to the
acquisition of equipment  during 2002.  Amortization in 2003 amounted to $66,413
as compared to $31,876 for 2001. The increase in amortization  expense  reflects
purchases  of  equipment  and  the  amortization  expense  associated  with  the
acquisition of the Intacta license and patents.

Sales and marketing

Sales and  marketing  expenses for 2003 were  $573,996,  and were  comparable to
those  in 2002  of  $557,748.  Imagis  significantly  increased  its  sales  and
marketing  efforts  during 2002 in order to  increase  market  awareness  of the
Company  and  its  products  and   capitalize   on  expected   increased   sales
opportunities.  The Company has decreased its sales team subsequent to March 31,
2003 as part of its strategy of utilizing a more  targeted  marketing  and sales
strategy  but no further  decreases  are  currently  contemplated.  The  Company
expects that sales and marketing  expenses will  continue at  approximately  the
same or reduced levels in future periods.

Technology development

The technology  development expenses for 2003 were $278,542,  which is 25% lower
than the 2002  comparable  costs of  $369,706.  Expenses  were  further  reduced
subsequent  to March 31, 2003 through a reduction  in staff and overhead  costs.
Technology development expenses are expected to remain at this approximate level
until such time as market demand for new products necessitates adding resources.
This will only occur when specific sales opportunities are identified.

Technical services

Costs for the technical  services  group were  $140,588 this year,  which is 41%
lower than the comparable 2002 costs of $239,397.  The technical  services group
generally  assists the Company's  strategic  partners in their  installation  of
Imagis' products and also provides  clients with any technical  support they may
require under annual support


                                       20


<PAGE>


contracts, and includes primarily costs for salaries, facilities and travel. The
reduction is primarily due to a reduction in staff costs and travel, these costs
were  higher in 2002 due to  expenses  associated  with  completing  the Alameda
installation.  Costs for future  quarters  will be dependent on the sales levels
achieved by the Company.

Net Loss for the Period

Overall,  the  Company  incurred  a net loss for the  first  quarter  of 2003 of
$1,785,101or  $0.09 per share,  which is 57% higher  than the net loss  incurred
during the first quarter of 2002 of $1,139,502 or $0.07 per share. Excluding the
one-time  charge of USD$250,000  (CDN$366,950)  the loss was $1,418,151 or $0.07
per  share.  The  primary  cause  of the  increased  loss  was the lack of large
contracts in progress during 2003, which resulted in a significant  reduction in
revenues.

Liquidity and Capital Resources

The Company's cash on hand at the beginning of the period  aggregated  $547,831.
During the period,  the Company  received  additional funds of $265,538 from the
exercise  of both stock  options and  warrants.  In total,  112,505  options and
133,334  warrants were  exercised  which  resulted in aggregate  proceeds to the
Company of  $98,870  and  $166,668,  respectively.  The  Company  also  received
USD$100,000  (CDN$146,780)  as at March  31,  2003,  as an  advance  on a future
private placement and a loan from a related party of $185,000.

The Company  used these funds  primarily to finance its  operating  loss for the
period.  The  impact on cash of the loss of  $1,785,101,  after  adjustment  for
non-cash  items and  changes to other  working  capital  accounts in the period,
resulted in a negative cash flow from  operations of $884,396.  The Company also
used funds to purchase  capital  equipment  amounting to $5,921,  repay  capital
leases of $4,654,  and  deferred  acquisition  costs of $190,338  related to its
proposed acquisition of Briyante Software Corp.

In summary,  the Company's  cash position  declined by $487,991 from $547,831 at
the beginning of the period to $59,840 at March 31, 2003.

During the quarter ended March 31, 2003, the company  received  $185,000 through
the  issuance of a note payable to a former  director of the Company.  This note
allows the Company to borrow up to $200,000 and bears interest at the prime rate
plus 2% and is due on the  earlier  of May 31,  2003 or upon  receipt  of  funds
pursuant to an equity  financing.  The note is secured by the receivables of the
Company.  Through March 31, 2003 this note has accrued interest in the amount of
$1,115.  Subsequent  to March  31,  2003,  the  terms of the note  payable  were
modified to increase the total  borrowings  available from $200,000 to $500,000.
The interest  rate  remains at the prime rate plus 2%. In addition,  the note is
now secured by a General  Security  Agreement  over the assets of Imagis,  and a
Source Code Escrow  Agreement  that  requires  Imagis to deposit into escrow its
source  codes  together  with a license to  commercialize  the source codes on a
non-exclusive,  world-wide, royalty-free basis for a period of five years, to be
released  only in the event that Imagis ceases  operations or enters  bankruptcy
proceedings.

Pursuant  to a Letter  of  Intent  dated  December  6,  2002 and an  Arrangement
Agreement  dated February 14, 2003 the Company has agreed to acquire 100% of the
issued  and  outstanding  shares of  Briyante  Software  Corp.  ("Briyante"),  a
software development Company. Under the terms of this agreement the Company will
issue  0.2857  of a  common  share  for each 1 common  share  of  Briyante.  The
arrangement  agreement was approved by the shareholders of Briyante at an annual
and  special  general  meeting  held on  March  17,  2003 and by an order of the
Supreme  Court of British  Columbia on March 20, 2003.  Subsequent  to March 31,
2003, the Company agreed to the postponement,  pending  amendments to the terms,
of the  acquisition of Briyante  Software Corp. The agreement to amend the terms
was brought about by the Company  determining  that it does not  currently  have
sufficient  working  capital  for the  combined  entity,  as a result  of a poor
financial  environment  over the  past  six  months.  The  revised  terms of the
acquisition are currently under  negotiation.  Any amendments will be subject to
entering  into a definitive  amendment  agreement,  regulatory  approval and any
required  shareholder  approval.  The Company is  committed  to  completing  its
acquisition  of Briyante  and, in the  interim,  the Company and  Briyante  will
continue to market each other's products and services.

Subsequent  to March 31,  2003,  the Company  has  undergone  an  organizational
restructuring and refocusing of its sales,  marketing,  and development  efforts
and as a result has  temporarily  laid off  non-core  employees  from its global
operations.   The  Company  has  also  closed  its  Victoria,   B.C  office  and
consolidated  its  operations  into  its  Vancouver,   B.C.  head  office,   and
implemented  significant general  administrative  expense reduction measures, in
order to substantially reduce the Company's monthly operating expenses.


                                       21


<PAGE>


The  Company  does not have  sufficient  cash flow from  operations  to fund its
operations  beyond June 2003 and will be required to seek additional  financing.
In  recognition of this  situation,  the Company is currently  actively  seeking
financing. Pursuant to a term sheet dated February 20, 2003, the Company entered
into a private placement agreement to obtain financing of up to USD$4.0 million,
with an initial sale of up to USD$1.5  million in the form of a special  warrant
and up to  USD$2.5  million  in the form of a series of sales of  common  shares
under an effective registration agreement filed with the Securities and Exchange
Commission.  This agreement was subject to final documentation,  approval of the
board of directors of the Company, and regulatory approval.  Subsequent to March
31, 2003, the Company was unable to reach agreement with the placee on the final
terms of the private placement and the private placement was cancelled.


There is no assurance  that the Company will be able to secure any  financing or
that any financing  secured will be obtained on terms  favorable to the Company.
Failure to obtain adequate  financing could result in a substantial  curtailment
of Imagis' operations.

Item 3. Controls and Procedures

     (a)  Evaluation of Disclosure Controls and Procedures

          Under the  supervision  and with the  participation  of the  Company's
          management,  including the Company's Chief Executive Officer and Chief
          Financial  Officer,  the Company  evaluated the  effectiveness  of the
          design and operation of its  disclosure  controls and  procedures  (as
          defined in Rule 139-14(c)  under the Securities  Exchange Act of 1934,
          as amended) as of a date (the "Evaluation  Date") within 90 days prior
          to the filing date of this  report.  Based upon that  evaluation,  the
          Chief Executive Officer and Chief Financial Officer concluded that, as
          of  the  Evaluation  Date,  the  Company's   disclosure  controls  and
          procedures  were  effective  in timely  alerting  them to the material
          information relating to the Company (or its consolidated subsidiaries)
          required to included in the Company's periodic SEC filings.

     (b)  Changes in Internal Controls

          There  were no  significant  changes  made to the  Company's  internal
          controls  or,  to  its   knowledge,   in  other   factors  that  could
          significantly  affect these  controls  subsequent to the date of their
          evaluation,  including  any  corrective  actions  taken with regard to
          significant deficiencies and material weaknesses.


                                       22


<PAGE>


PART II - OTHER INFORMATION

Item 1. Legal Proceedings

          As of the date of this report, the Company is not a party to any legal
          proceedings,  the adverse outcome of which,  in management's  opinion,
          individually or in the aggregate,  would have a material effect on the
          Company's results of operations or financial position.

Item 2. Changes in Securities

     (a)  None

     (b)  None

     (c)  The Company  issued  91,000  common  shares upon the exercise of stock
          options  by three (3)  persons  in private  transactions  outside  the
          United  States  for gross  proceeds  to the  Company of  $35,000.  The
          options  were  exercised  on the  following  dates  for the  following
          amounts:  January 24, 2003 - 5,000  options for gross  proceeds to the
          Company of $5,000; January 27, 2003 - 6,000 options for gross proceeds
          to the Company of $6,000; February 10, 2003 - 50,000 options for gross
          proceeds  to the  Company  of  $15,000;  and March  12,  2003 - 30,000
          options for gross proceeds to the Company of $9,000. The common shares
          were issued in reliance upon an exclusion from registration  available
          under Regulation S ("Regulation  S") promulgated  under the Securities
          Act of 1933, as amended (the "Securities Act").

          On January 23, 2003,  the Company  issued  21,505 of its common shares
          upon the exercise of stock  options to a consultant to the Company for
          gross  proceeds of $63,870.  The options were issued in reliance  upon
          Rule  506 of  Regulation  D under  the  Securities  Act of  1933.  The
          consultant  represented  to  the  Company  that  he is an  "accredited
          investor",  as such term is  defined  under Rule 501 of  Regulation  D
          promulgated  under  the  Securities  Act at the  time the  option  was
          granted and at the time of exercise of such option.

          The Company  issued  133,334 of its common shares on February 10, 2003
          upon the exercise of warrants by one (1)  non-U.S.  persons in private
          transactions  outside  the  United  States for gross  proceeds  to the
          Company of $166,668. The common shares were issued in reliance upon an
          exclusion from  registration  available under Regulation S promulgated
          under the Securities Act.

     (d)  None

Item 3. Defaults Upon Senior Securities

None

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

No matters were submitted to a vote of security holders during the quarter ended
March 31, 2003.

Item 5. Other Information

None


                                       23


<PAGE>


Item 6. Exhibits and Reports on Form 8-K

     (a)  Exhibits

The following  exhibits are filed (or incorporated by reference  herein) as part
of this Form 10-QSB:

     Exhibit
     Number    Description
     ------    -----------

     3.1(1)    Articles of Incorporation
     4.1(1)    Shareholder  Agreement dated February 23, 1999 among the Original
               Shareholders and the Former Imagis Shareholders
     4.2(5)    Registration  rights  agreement dated July 8, 2002 between Imagis
               and OSI
     10.1(1)*  Employment  Agreement  dated February 23, 1999 between the Issuer
               and Iain Drummond
     10.2(2)*  Imagis Technologies Inc. 2000 Stock Option Plan
     10.3(3)   Form of Unit Subscription Agreement
     10.4(4)   Software  Assets Sale and Assignment  Agreement dated October 31,
               2001 between Imagis and API Technologies, LLC.
     10.5(5)   Subscription Agreement dated July 8, 2002 between Imagis and OSI
     10.6(5)   Letter of Intent dated July 8, 2002 between Imagis and OSI
     10.7(5)   Product  Development  and Marketing  Agreement dated July 8, 2002
               between Imagis and OSI
     10.8(5)   Software  Developer Services Agreement dated July 8, 2002 between
               Imagis and OSI
     10.9(6)   Purchase  Agreement  dated  August 30,  2002  between  Imagis and
               Intacta for certain data encoding technologies
     10.10(6)  Agreement to amend the terms of Item 10.9 dated October 8, 2002
     10.11(6)  Agreement to amend the terms of Item 10.9 and 10.10 dated October
               9, 2002
     10.12(6)  Agreement  between Imagis and Intacta for the purchase of Intacta
               patents dated November 1, 2002
     10.13(6)  Consulting  Agreement  between  Imagis and Altaf  Nazerali  dated
               October 1, 2002
     10.14(6)  Agreement  between  Imagis and Briyante for the  development of a
               query application dated July 30, 2002
     10.15     Revolving  Line of Credit dated  February 21, 2003 between Imagis
               and Altaf Nazerali
     10.16     Amended and Restated  Loan  Agreement:  Revolving  Line of Credit
               dated April 15, 2003 between Imagis and Altaf Nazerali
     10.17     General  Security  Agreement  dated April 15, 2003 between Imagis
               and Altaf Nazerali
     10.18     Grid  Promissory  Note dated February 21, 2003 between Imagis and
               Altaf Nazerali
     10.19     Grid  Promissory  Note Amended and Restated  dated April 15, 2003
               between Imagis and Altaf Nazerali
     10.20     Source Code License Agreement dated April 15, 2003 between Imagis
               and Altaf Nazerali
     10.21     Source Code Escrow  Agreement dated April 15, 2003 between Imagis
               and Altaf Nazerali
     99.1      Risk Factors
     99.2      Form  51-901F as  required  by the  British  Columbia  Securities
               Commission

* Indicates a management contract or compensatory plan or arrangement

     (1)  Previously  filed as part of Imagis'  Registration  Statement  on Form
          10-SB (File No. 000-30090).
     (2)  Previously  filed as part of Imagis'  Annual Report on Form 10-KSB for
          the year ended December 31, 2000.
     (3)  Previously  filed as part of Imagis'  Quarterly  Report on Form 10-QSB
          for the period ended June 30, 2001.
     (4)  Previously  filed as part of Imagis'  Quarterly  Report on Form 10-QSB
          for the period ended March 31, 2002.
     (5)  Previously  filed as part of Imagis'  Current Report on Form 8-K filed
          on December 19, 2002.
     (6)  Previously  filed as part of Imagis'  Annual Report on Form 10-KSB for
          the year ended December 31, 2002.

     (b)  Reports on Form 8-K

          On March 5, 2003, the Company furnished on a Form 8-K under Item 9 the
          following documents attached as exhibits thereto: the Notice of Annual
          General  and  Special  Meeting of  Shareholders,  and the  Information
          Circular  relating  to the  proposed  plan  of  arrangement  involving
          Briyante and the Company.  Such exhibits  furnished pursuant to Item 9
          on Form 8-K shall not be deemed  filed under the  Securities  Exchange
          Act of 1934, as amended.


                                       24


<PAGE>


                                   SIGNATURES

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

                                     IMAGIS TECHNOLOGIES INC.

Date: May 15, 2003
                                     /s/  Wayne Smith
                                     -------------------------------
                                     Wayne Smith
                                     Chief Financial Officer
                                     (Principal Financial and Accounting Officer
                                     and Duly Authorized Officer)


<PAGE>


                                  CERTIFICATION

I, Wayne Smith, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of Imagis Technologies
     Inc.;

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

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and 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-14 and 15d-14) 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 in 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 (the "Evaluation Date"); and

     (c)  presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent 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 this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: May 15, 2003                 /s/ Wayne Smith
                                   ----------------
                                   Wayne Smith
                                   Chief Financial Officer
                                   (Principal Financial and Accounting Officer)


<PAGE>


                                  CERTIFICATION

I, Iain Drummond, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of Imagis Technologies
     Inc.;

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

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and 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-14 and 15d-14) 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 in 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 (the "Evaluation Date"); and

     (c)  presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent 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 this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: May 15, 2003                       /s/ Iain Drummond
                                         -----------------
                                         Iain Drummond
                                         Chief Executive Officer
                                         (Principal Executive Officer)


<PAGE>


                            CERTIFICATION PURSUANT TO
                               18 U.S.C. ss. 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In  connection  with the  Quarterly  Report of  Imagis  Technologies  Inc.  (the
"Company")  on Form 10-QSB for the period ended March 31, 2003 as filed with the
Securities and Exchange  Commission on the date hereof (the  "Report),  I, Wayne
Smith,  Chief Financial Officer of the Company,  certify,  pursuant to 18 U.S.C.
ss. 1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002,
that:

     (1)  The Report fully  complies with the  requirements  of Section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
          material respects,  the financial  condition and results of operations
          of the Company.



                                   /s/ Wayne Smith
                                   ---------------
                                   Wayne Smith
                                   Chief Financial Officer
                                   (Principal Financial and Accounting Officer)
                                   May 15, 2003


<PAGE>


                            CERTIFICATION PURSUANT TO
                               18 U.S.C. ss. 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In  connection  with the  Quarterly  Report of  Imagis  Technologies  Inc.  (the
"Company")  on Form 10-QSB for the period ended March 31, 2003 as filed with the
Securities  and Exchange  Commission on the date hereof (the  "Report),  I, Iain
Drummond, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C.
ss. 1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002,
that:

     (1)  The Report fully  complies with the  requirements  of Section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
          material respects,  the financial  condition and results of operations
          of the Company.



                                   /s/ Iain Drummond
                                   -----------------
                                   Iain Drummond
                                   Chief Executive Officer
                                   (Principal Executive Officer)
                                   May 15, 2003