UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 10-QSB

(Mark One)

x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
      SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2002

OR

 ̈
TRANSITION REPORT PURSUANT TO 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 as specified in its
charter)                  
|------------------------------------------------------------------------------------------------------------
|British Columbia, Canada
(State or other jurisdiction of
incorporation or organization)                     
|1300 - 1075 West Georgia Street
Vancouver, British Columbia
V6E 3C9
(Address of principal executive offices)
|(604) 684-2449
(Issuer's telephone number)                                                                  

_________________________

As of May 7, 2002, 17,578,676 Common Shares were issued and
outstanding.

Transitional Small Business Disclosure Format (Check one):
Yes  [   ]    No  [X]

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IMAGIS TECHNOLOGIES INC.

FORM 10-QSB

For the quarterly period ended March 31, 2002

INDEX



|PART 1.  | FINANCIAL INFORMATION |                                                                                                            
|-------- | --------------------- | -----------------------------------------------------------------------------------------------------------
|         |                       |                                                                                                            
|         | Item 1.               | Financial Statements                                                                                       
|         |                       |                                                                                                            
|         |                       | Balance Sheets as of March 31, 2002(unaudited) 
and December 31, 2001                                      
|         |                       |                                                                                                            
|         |                       | Statements of Operations and Deficit (unaudited) for the
three 
month periods ended March 31, 2002 and 2001
|         |                       |                                                                                                            
|         |                       | Statements of Cash Flows (unaudited) for the three 
month periods ended March 31, 2002 and 2001            
|         |                       |                                                                                                            
|         |                       | Notes to Financial Statements                                                                              
|         |                       |                                                                                                            
|         | Item 2.               | Management's Discussion and Analysis or Plan of
Operation                                                  
|         |                       |                                                                                                            
|PART II. | OTHER INFORMATION     |                                                                                                            
|         |                       |                                                                                                            
|         | Item 1.               | Legal Proceedings                                                                                          
|         |                       |                                                                                                            
|         | Item 2.               | Changes in Securities                                                                                      
|         |                       |                                                                                                            
|         | Item 3.               | Defaults upon Senior Securities                                                                            
|         |                       |                                                                                                            
|         | Item 4.               | Submission of Matters to a Vote of Security Holders                                                        
|         |                       |                                                                                                            
|         | Item 5.               | Other Information                                                                                          
|         |                       |                                                                                                            
|         | Item 6.               | Exhibits and Reports on Form 8-K                                                                           
|         |                       |                                                                                                            
|         | Signatures            | 26                                                                                                         
|         |                       |                                                                                                            
|         | Exhibit Index         |                                                                                                            

2

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PART I - FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS

The following unaudited financial statements for the three
month period ended March 31, 2002 are included in response to Item 1 and have
been compiled by management.

The financial statements should be read in conjunction with
the Management's Discussion and Analysis and other financial information
included elsewhere in this Form 10-QSB.



|IMAGIS TECHNOLOGIES INC.
BALANCE SHEETS
AS AT MARCH 31, 2002 AND DECEMBER 31, 2001
(expressed in Canadian dollars)
|------------------------------------------------------------------------------------------------------------------
|                                                                                                                  
|                                                                                                                  
|                                                                                                                  
|ASSETS                                                                                                            
|                                                                                                                  
|Current assets:                                                                                                   
|                                                                                                                  
|                                                                                                                  
|                                                                                                                  
|                                                                                                                  
|                                                                                                                  
|                                                                                                                  
|                                                                                                                  
|                                                                                                                  
|LIABILITIES AND SHAREHOLDERS'
DEFICIENCY                                                                          
|                                                                                                                  
|Current liabilities:                                                                                              
|                                                                                                                  
|                                                                                                                  
|                                                                                                                  
|                                                                                                                  
|Shareholders' equity
(deficiency):                                                                                
|                                                                                                                  
|                                                                                                                  
|                                                                                                                  
|                                                                                                                  
|                                                                                                                  
|                                                                                                                  
|                                                                                                                  

See accompanying notes to financial
statements.

3

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|IMAGIS TECHNOLOGIES INC.
STATEMENTS OF OPERATIONS AND DEFICIT
FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2002 AND 2001
(expressed in Canadian dollars)
(Unaudited - Prepared by Management)
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                            
|                                                                                                                                                                                            
|                                                                                                                                                                                            
|                                                                                                                                                                                            
|Revenues:                                                                                                                                                                                   
|                                                                                                                                                                                            
|                                                                                                                                                                                            
|                                                                                                                                                                                            
|                                                                                                                                                                                            
|                                                                                                                                                                                            
|Expenses:                                                                                                                                                                                   
|                                                                                                                                                                                            
|                                                                                                                                                                                            
|                                                                                                                                                                                            
|                                                                                                                                                                                            
|                                                                                                                                                                                            
|                                                                                                                                                                                            
|                                                                                                                                                                                            
|                                                                                                                                                                                            
|                                                                                                                                                                                            
|Loss for the period                                                                                                                                                                         
|                                                                                                                                                                                            
|Deficit, beginning of period                                                                                                                                                                
|                                                                                                                                                                                            
|Deficit, end of period                                                                                                                                                                      
|                                                                                                                                                                                            
|Loss per share                                                                                                                                                                              
|                                                                                                                                                                                            
|Weighted average number of
   shares outstanding                                                                                                                                            

See accompanying notes to financial statements.

4

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|IMAGIS TECHNOLOGIES INC.
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2002 AND 2001
(expressed in Canadian dollars)
(Unaudited - Prepared by Management)
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                
|                                                                                                                                                                                
|                                                                                                                                                                                
|                                                                                                                                                                                
|Cash provided by (used for):                                                                                                                                                    
|                                                                                                                                                                                
|                                                                                                                                                                                
|                                                                                                                                                                                
|                                                                                                                                                                                
|                                                                                                                                                                                
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|                                                                                                                                                                                
|                                                                                                                                                                                
|                                                                                                                                                                                
|                                                                                                                                                                                
|                                                                                                                                                                                
|Cash flows from investing 
   activities:                                                                                                                                       
|                                                                                                                                                                                
|                                                                                                                                                                                
|                                                                                                                                                                                
|                                                                                                                                                                                
|Cash flows from financing activities:                                                                                                                                           
|                                                                                                                                                                                
|                                                                                                                                                                                
|                                                                                                                                                                                
|                                                                                                                                                                                
|                                                                                                                                                                                
|Increase (decrease) in cash for the period                                                                                                                                      
|Cash and cash equivalents, beginning of period                                                                                                                                  
|Cash and cash equivalents, end of period                                                                                                                                        
|                                                                                                                                                                                
|                                                                                                                                                                                
|Supplementary information and disclosure of 
   non-cash financing and investing activities:                                                                                    
|                                                                                                                                                                                
|                                                                                                                                                                                
|                                                                                                                                                                                
|                                                                                                                                                                                

See accompanying notes to financial statements

5

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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.  The
Company's assets are based in Canada.  In the three month period ended March 31,
2002, one customer represented approximately 62% of total revenues (December 31,
2001 - two customers represented approximately 40% and 20% of total
revenues).

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-month period ended March 31, 2002, the Company has incurred a loss
from operations of $1,139,502 and a deficiency in operating cash flow of
$1,474,942.  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.

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% 

6

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

2.     Significant accounting policies,
continued:

(c)     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.

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:

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

(d)     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.

(e)     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.

(f)     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.

7

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

2.     Significant accounting
policies (continued):

(g)     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.

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 months ended March 31, 2002, would have been adjusted to the pro forma
amounts indicated below:

|                                 | Three months
ended
March 31, 2002
|-------------------------------- | ---------------------------------
|                                 |                                  
|Net loss - as reported           | $(1,139,502)                     
|Net loss - pro forma             | (1,206,292)                      
|                                 |                                  
|Net loss per share - as reported | $         (0.07)                 
|Net loss per share - pro forma   | (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 with
the following assumptions: risk-free interest rate of 5%, dividend yield of 0%,
expected life of 5 years, and volatility of 85%.

The weighted average fair value of employee stock options
granted during the three months ended March 31, 2002 was $2.35 per share.

(h)     Loss per share:

Loss per share is calculated using the weighted average
number of shares outstanding during the reporting period.  This average includes
outstanding 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.

8

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

2.     Significant accounting
policies (continued):

(i)     Unaudited interim financial
information:

The information reported herein as at March 31, 2002 and for
the three month periods ended March 31, 2002 and 2001 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 as at and for the year ended December 31,
2001 which are included in the Company's 2001 Annual Report on Form 10-KSB.
Certain comparative figures have been reclassified to conform with presentation
adopted in the current reporting period.  Results for the interim periods ended
March 31, 2002 are not necessarily indicative of what the results will be for
the complete 2002 fiscal year.

3.     Share capital:

(a)     Authorized:

100,000,000 common shares without par value

(b)     Issued:

|                                                 | Number
of shares     |           | Amount     |          
|------------------------------------------------ | -------------------- | --------- | ---------- | ---------
|                                                 |                      |           |            |          
|Balance, December 31, 2000                       | 12,965,965           |           | 6,329,155  |          
|Issued during the period for cash:               |                      |           |            |          
|                                                 | On private placement | 1,730,332 |            | 1,998,650
|                                                 | Options exercised    | 295,834   |            | 395,834  
|                                                 | Warrants exercised   | 1,407,000 |            | 1,523,700
|Issued for services related to private placement | 20,000               |           | 29,000     |          
|Share issuance costs                             | --                   |           | (134,298)  |          
|Balance, December 31, 2001                       | 16,419,131           | $         | 10,142,041 |          
|                                                 |                      |           |            |          
|Issued during the period for cash:               |                      |           |            |          
|                                                 | Options exercised    | 133,165   |            | 134,415  
|                                                 | Warrants exercised   | 184,135   |            | 389,333  
|Issued on conversion of special
warrants         | 551,037              |           | 1,195,750  |          
|Issued as bonus for consulting
agreement         | 37,500               |           | 78,750     |          
|Balance, March 31, 2002                          | 17,324,968           | $         | 11,940,289 |          

(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.

9

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

3.     Share capital,
continued:

(d)     Special warrants:

(i)     On November 9, 2001,
1,427,682 Special Warrants were sold at a price of $2.17 per Special Warrant,
each of which entitles 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.  Each
whole Warrant will entitle the holder to purchase one common share of the
Company at a price of $2.55 for a period of one year from the date the
underlying shares are qualified for resale.

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

(ii)     Earnings per share
calculations do not include the underlying common shares to outstanding Special
Warrants.

(e)     Warrants:



|December 31,
2001 | Granted | Exercised |  | Expired |  | March 31,
2002 | Exercise
price | Expiry date             
|----------------- | ------- | --------- |  | ------- |  | -------------- | -------------- | ------------------------
|266,666           | --      | --        |  | --      |  | 266,666        | $1.25          | June 25, 2002           
|133,334           | --      | --        |  | --      |  | 133,334        | $1.25          | February 23, 2003       
|50,000            | --      | --        |  | --      |  | 50,000         | $4.00          | June 16, 2002           
|274,000           | --      | (22,000)  |  | --      |  | 252,000        | $1.10          | Various to 
May 6, 2003 
|114,666           | --      | --        |  | --      |  | 114,666        | $2.55          | November 9, 2002        
|713,840           | --      | (35,000)  |  | --      |  | 678,840        | $2.55          | Subject to
qualification
|--                | 142,768 | (127,135) |  | --      |  | 15,633         | $2.17          | November 9, 2002        
|--                | 50,000  | --        |  | --      |  | 50,000         | $2.20          | June 18, 2004           
|1,552,506         | 192,768 | (184,135) |  | --      |  | 1,561,139      |                |                         



(f)     Options:

|December 31, 
2001 | Granted   | Exercised |  | Expired |  | March 31,
2002 | Exercise
price | Expiry date                 
|------------------ | --------- | --------- |  | ------- |  | -------------- | -------------- | ----------------------------
|230,000            | --        | --        |  | --      |  | 230,000        | $0.30          | July 6, 2003                
|1,183,664          | --        | (130,665) |  | --      |  | 1,052,999      | $1.00          | Various to 
August 30, 2006 
|540,000            | 440,000   | (2,500)   |  | --      |  | 977,500        | $1.50 to $2.90 | Various to December 30, 2005
|1,953,664          | 1,130,000 | (28,000)  |  | --      |  | 2,260,499      |                |                             

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

(a)     included in accounts payable
and accrued liabilities is $44,834 which is due to directors, officers and
companies with a director and/or officer in common.

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

10

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

6.     Subsequent events:

(a)     On April 2, 2002, 4,500
warrants were exercised at a price of
$1.10 per warrant for total proceeds to the Company of $4,950.

(b)     On April 2, 2002, 50,000
special warrants were converted to
common shares at a deemed price of $2.17 per special warrant for total deemed
proceeds to the Company of $108,500.

(c)     On April 5, 2002, 160,208
special warrants were converted to
common shares at a deemed price of $2.17 per special warrant for total deemed
proceeds to the Company of $347,651.

(d)     On April 8, 2002, 5,000
warrants were exercised at a price of
$2.55 per warrant for total proceeds to the Company of $12,750.

(e)     On April 12, 2002, 3,500
warrants were exercised at a price of
$1.10 per warrant for total proceeds to the Company of $3,850.

(f)     On April 17, 2002, 5,000
warrants were exercised at a price of
$2.55 per warrant for total proceeds to the Company of $12,750.

(g)     On April 23, 2002, 22,500
warrants were exercised at a price
of $2.55 per warrant for total proceeds to the Company of $57,375.

(h)     On April 26, 2002, 3,000
warrants were exercised at a price of
$1.10 per warrant for total proceeds to the Company of $3,300.

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").  See note 12 of
the Company's 2001 Annual Report on Form 10-KSB for a qualitative description of
material differences between Canadian and U.S. GAAP.  The effect of these
accounting differences on deficit, loss and loss per share under United States
accounting principles are as follows:

|                                    |   | March 31, 
2002 |  |   | March  31, 
2001 | 
|----------------------------------- | - | --------------- |  | - | ---------------- | 
|Deficit, Canadian GAAP              | $ | (11,236,721)    |  | $ | (10,190,636)     | 
|Cumulative stock based compensation |   | (1,538,636)     |  |   | (1,054,612)      | 
|Beneficial conversion options       |   | (208,200)       |  |   | (208,200)        | 
|Warrants issued for services        |   | (722,000)       |  |   | (722,000)        | 
|Deficit, U.S. GAAP                  | $ | (13,705,557)    |  | $ | (12,175,448)     | 
|                                    |   |                 |  |   |                  | 

11

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

7.     United States generally
accepted accounting principles:

|                                       |  | Three months ended
March 31,
|-------------------------------------- |  | ----------------------------
|                                       |  |                             
|                                       |  |                             
|Loss for the period, 
   Canadian GAAP |  |                             
|Stock-based 
   compensation           |  |                             
|Beneficial conversion 
   options      |  |                             
|Warrants issued for 
  services        |  |                             
|Loss for the period, 
   U.S.  GAAP    |  |                             
|Loss per share, 
   U.S. GAAP          |  |                             

During 2001, the Financial Accounting Standards Board issued
four new pronouncements:

Statement 141, Business Combinations, requires the
purchase method of accounting for all business combinations and applies to all
business combinations initiated after June 30, 2001 and to all business
combinations accounted for by the purchase method that are completed after June
30, 2001.

Statement 142, Goodwill and Other Intangible Assets,
requires that goodwill as well as other indefinite life intangible assets be
tested annually for impairment and is effective for fiscal years beginning after
December 15, 2001.

Statement 143, Accounting for Asset Retirement
Obligations, requires entities to record the fair value of a liability for
an asset retirement obligation in the period in which it is incurred and a
corresponding increase in the carrying amount of the related long-lived asset
and is effective for fiscal years beginning after June 15, 2001.

Statement 144, Accounting for the Impairment or Disposal
of Long-Lived Assets, provides that long-lived assets to be disposed of by
sale be measured at the lower of carrying mount or fair value less cost to sell,
whether reported in continuing operations or in discontinued operations to
include all components of an entity with operations that can be distinguished
from the rest of the entity and that will be eliminated from the ongoing
operations of the entity in a disposal transaction.  Statement 144 is effective
for fiscal years beginning after December 15, 2001.

Currently, the Company does not believe that the impact of
these accounting pronouncements would be material to the financial results.

12

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

Forward-Looking Statements:

Statements in this Quarterly Report on Form 10-QSB,
including, but not limited to, those concerning Imagis Technologies Inc.'s (the
"Company") expectations of results of the Company's operations in
future periods, the amount and timing of revenues and earnings in future
periods, future sales, gross profits, sales and marketing expenses, technical
services expenses, technology development expenses, administration expenses,
product introductions and cash requirements include certain forward-looking
statements within the meaning of Section 21E of the Securities Exchange Act of
1934, as amended. As such, the Company's actual results may vary materially from
expectations as a result of certain factors including, but not limited to, the
failure of the market for the Company's products to grow as anticipated; the
success of certain strategic alliances among the Company and certain third
parties; product pricing or other initiatives of the Company's competitors; the
possibility that the Company's other customers defer purchasing decisions due to
economic or other conditions or will purchase products offered by the Company's
competitors; product development, product pricing or other initiatives of the
Company's competitors; variations in the level of orders which can be affected
by general economic conditions and in the markets served by the Company's
customers; international economic and political climates; difficulties or delays
in the functionality or performance of the Company's products; the Company's
timing of future product releases or improvements; the Company's failure to
respond adequately to either changes in technology or customer preferences;
changes in pricing; the Company's ability to manage growth; risk of nonpayment
of accounts receivable; changes in budgeted costs and the factors listed in
Exhibit 99.1 to this Quarterly Report, which is herein incorporated by
reference.

In some cases, you can identify forward-looking
statements by the Company's use of words such as "may,"
"will," "should," "could," "expect,"
"plan," "intend," "anticipate,"
"believe," "estimate," "predict,"
"potential" or "continue" or the negative or other
variations of these words, or other comparable words or phrases.

Although the Company believes the expectations reflected in
its forward-looking statements are reasonable, it cannot guarantee future
results, levels of activity, performance or achievements or other future events.
The Company is under no duty to update any of our forward-looking statements
after the date of this filing. You should not place undue reliance on
forward-looking statements.

Unless otherwise indicated, all references herein are to
Canadian Dollars.

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 well over a hundred
installations, including Toronto's Pearson International Airport, the world's
16th busiest airport.  The Company markets its products through a
network of business partners located in North America, Asia, Europe and Latin
America, and has installations in the US, Canada, Mexico and the UK.

ID-2000 - Image Detection and Biometric Facial Recognition

This software technology has enabled the Company to enter the
biometric market.

ID-2000 is a facial recognition software system designed for
the law enforcement, airport security, gaming and security industries that
captures an offender's image, typically via a video camera, and then creates a
biometric code that can be compared to other encoded images in a database.
ID-2000 allows an individual in a database to be identified in seconds, using
only an image or photograph as the search criterion.  Matching records will be
displayed as a list, together with their associated thumbnail images.  From
this, any record can be selected and full details, together with a full size
image, will be displayed.  Extensive linkages enable the database to be mined to
display details, such as aliases, known associates and vehicles, as well as
images of other distinguishing features, such as marks, scars and tattoos.
Where appropriate, details such as previous crimes or gang memberships can also
be displayed.  ID-2000 also works with Casino-ID and Envisage for use in the
gaming and security sectors.

ID-2000 is also available as a Software Development Kit, or
SDK, which is designed to enable developers at the Company's business partners
to integrate its facial recognition capabilities into their own
applications.

13

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In addition, the Company has adapted its facial recognition
software to include the identification of non-facial objects in background
imagery and personally identifiable markings, such as tattoos.  The biometric
solution purchased by the UK's National Crime Squad will be used to crack down
on international online child pornography.  The ability of law enforcement
agencies to identify background imagery, as well as victims and perpetrators, is
an important factor in preparing for and solving missing persons
investigations.

Secure-ID (Airport Security)

Secure-ID is designed to use ID-2000 to scan the faces of
travellers entering or leaving an airport, isolate individual faces, encode them
and match them against a database of serious criminals or known terrorists.  A
variation on the system is already in use at Toronto's Pearson International
Airport, where the Royal Canadian Mounted Police have successfully used it to
identify wanted individuals trying to enter Canada.

Secure-ID uses standard surveillance cameras and requires no
manual intervention.  While it is possible to identify individuals in a crowd,
cameras should be positioned where they can obtain clear images, such as the
check-in desk, metal detector, gate and so on.  Where there is a possible match,
a monitor in the security office will display the image of the passenger,
together with the image of the possible match in the database.  The security
officer at the screen will visually compare the two images and, if they match,
take appropriate action.

CABS - Computerized Arrest & Booking System

CABS is an integrated information and imaging system
developed for the Royal Canadian Mounted Police ("RCMP") and other
law enforcement agencies.  CABS currently has separate modules for offenders,
non-offenders, staff and evidence.  The offender module automates booking
activities and reports, the production of mugshots and the generation of
line-ups.  Pictures of criminal suspects, as well as their marks, scars, tattoos
and fingerprints, are all captured in the offender module of CABS.  The
non-offender module provides an electronic database of persons, such as teachers
and day-care providers, who are required to be registered with the police.  The
staff module provides for the creation and management of staff identification.
The evidence module provides for electronic management of photographs of
evidence obtained in connection with a criminal arrest.

The CABS system is designed to collect the same information
that would be recorded manually during a traditional booking situation and to
store all of the information and photo images that are required in connection
with arresting and prisoner reports.  Compared to manual bookings, CABS offers
the following advantages:

- captures more information than manual booking systems and
allows the information to be retrieved quickly from multiple locations;
- allows offender information to be used for multiple
inquiries and report generating purposes;
- generates automated line-ups based on user-specified
criteria;
- provides a variety of required reports and other
documents with the offender's photograph;
- allows the collection and retrieval of photographs of the
offender, including identifying physical marks such as tattoos, scars and other
markings;
- creates a database of offender information for access in
the case of subsequent arrests or for generation of suspect lists;
- can be integrated with livescan electronic fingerprinting
systems and with other computer software systems; and
- integrates with key dispatch systems, digital composite
drawing programs and digital fingerprint systems to provide a complete police
information management system.

CABS advanced data sharing capabilities allow different
authorities to access decentralised information.  The Company has recently
implemented its first regional data sharing system.  This allows RCMP
detachments to share live information entered by their individual detachments.
The major advantage of this data sharing system is that it allows one detachment
to search a larger database containing offender information when booking a
suspect, increasing the probability that the booking officer will discover prior
arrests for the same individual.  The RCMP does not retain any ownership
interest or residual rights over the CABS system.

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.

14

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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 events 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.

Comparison of results of operations for the three months
ended March 31, 2002 and 2001:

Revenues

The Company's total revenues increased 200% to $1,061,865 for
the first quarter ended March 31, 2002 over the comparable prior year first
quarter level of $353,836. The higher revenues were directly attributable to
higher software sales revenues while other revenues declined in the quarter from
the prior year amounts.

Sales of the Company's software products rose 410% to
$985,954 in the first quarter of this year as compared to $193,045 in 2001. The
large gain in software sales revenues this year arose primarily from the
inclusion of approximately 60% of the revenues earned to March 31, 2002, through
the Company's U.K. business partner, Serco PLC, as a result of a significant
order.

Support and services revenues for the first quarter of 2002,
at $59,830, were 48% lower than those in the comparable quarter in 2001 of
$114,696. The lower 2002 level masks a 14% gain in annual support contract
revenues this year over the 2001 first quarter amount. The overall decline
resulted from reduced revenues derived from contract services this year, and is
solely attributable to the completion of a single special contract that the
Company commenced in 2000 directly for BCIT, rather than through a partner,
which concluded in mid-2001. As stated last year, the Company is not seeking
such contract work but intends to remain focused on both development and more
profitable sales of its software products.

Other revenues were $16,081 for the first quarter of 2002,
down from $46,095 earned in the first quarter of 2001. These revenues are earned
from the sale of components, which are provided in conjunction with the
installation or ongoing support of the Company's products, and the level of
sales varies from period to period.

Operating costs

Operating costs totaled $2,201,367 for the first quarter in
2002, which is 120% higher than the total 2001 first quarter expenditures of
$1,001,724. The higher costs over the prior year first quarter resulted from
increases in staff in most functions, greater travel for both sales and
marketing and technical support, and exceptional corporate costs included in the
administration category. Operating costs include cost of materials, sales and
marketing, technical Services, technology development, administration, interest
and amortization.

Costs of materials and services

The costs of materials and services are incurred in
conjunction with the support services that the Company provides to customers.
These costs amounted to $10,289 in the first quarter of 2002, down 70% from the
costs incurred in the first quarter of 2001 of $33,848.

Sales and marketing

Sales and marketing costs for the first quarter of 2002, at
$557,748, were 114% higher than the comparable period in 2001 of $260,422. The
increase is attributable to higher costs incurred for new sales and marketing
representatives in the US, Europe and the Far East, all engaged on a contract
basis in the past few months. There were no sales and marketing representatives
on contract prior to this time and hence no comparable 2001 costs. In addition,
travel and trade show costs for both staff and representatives rose 195% due to
the increase in the number of staff members traveling and overall increase in
sales and marketing activity this year over that in the prior year when funds
were limited. The Company intends to further increase its sales and marketing
team during the year and, therefore, expects that quarterly sales and marketing
costs will increase in future quarters as a result.

15

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Technical services

Costs for the technical services group were $239,397 in the
first quarter of this year, which is 37% higher than the comparable 2001 first
quarter costs of $175,018. The 2002 increase reflects primarily a 51% increase
in travel costs in support of the installation in Alameda County, California
("Alameda"), necessitated by the technical aspects of the
application. The technical services group generally assists the Company's
strategic partners in their installation of its products and also provides
clients with any technical support that they may require under annual support
contracts.  These costs primarily include expenses related to salaries,
facilities and travel. While the function costs have increased over the prior
year, costs for future quarters are expected to be in line with the first
quarter level.

Technology development

Technology development costs for the first quarter ended
March 31, 2002 were $369,706, which is 35% higher than the 2001 comparable costs
of $273,643. The increase over the prior period reflects a number of additions
to staff and higher travel costs incurred during the quarter. The Company added
to its development staff throughout 2001 and continues to increase its
development group capability. During the quarter, the group finalized for
commercial release Version 8 of its ID-2000 facial recognition software, and is
providing special support and enhancements for both the Alameda and National
Crime Squad applications. Technology development costs are expected to remain
at this level throughout the year.

Administration

Administration costs for the first quarter of 2002 were
$997,178, which is 349% higher than for the comparable quarter in 2001 of
$221,985. Administrative costs include staff salaries and related benefits and
travel, professional fees, facility and support costs, shareholder, regulatory
and investor relations costs and special financial advisory costs incurred
related to the Company's corporate strategies and a special corporate
privatization proposal received in the quarter.

While staff costs remained comparable to those of the prior
year, generally all other categories were higher due the increased level of
corporate activity this year. Facilities costs rose approximately 50%,
professional fees rose over 300%, and shareholder, regulatory and investor
relations costs rose approximately 200%, the increase primarily reflecting the
Company's continued corporate branding efforts worldwide. The Company's
financial advisory services costs incurred in the 2002 first quarter aggregated
approximately $208,000, including a non-cash component with an imputed value of
$78,750, for 37,500 common shares granted as partial compensation to one of the
Company's advisors. No comparable financial advisory costs were incurred in the
2001 first quarter. The Company's administrative costs are expected to decline
to some degree from the first quarter level since such one-time costs as the
non-cash share issuance will not recur.  Additionally, the Company incurred
non-cash costs in 2002 of $145,031 for stock-based compensation as a result of
stock options and warrants that were issued as compensation to non-employees.
There were no comparable costs incurred in the 2001 first quarter.

Interest and amortization

Interest was earned this year on the additional funds on
deposit amounting to $4,827 whereas in the prior comparable quarter, the Company
incurred an expense of $32,032 related to outstanding advances that were
liquidated late in 2001. Amortization in the first quarter of 2002 amounted to
$31,876 as compared to $4,776 for the first quarter of 2001. The increase in
amortization expense reflects recent purchasing of equipment whereas in the
past, the Company leased most of its equipment to minimize cash outflows from
month to month and software purchases that were expensed in the period.

Net loss for the period

Overall, the Company incurred a net loss for the 2002 first
quarter of $1,139,502 or $.07 per share, which is 75% higher than the net loss
incurred in the first quarter of 2001 of $647,888 or $.05 per share. While
revenues rose 200% this period, significantly higher operating costs incurred in
virtually all categories to build the Company aggressively served to offset the
revenue gain.

Liquidity and capital resources

In the fourth quarter of 2001, the Company completed a
financing to raise approximately $3 million. This served to strengthen the
Company's working capital significantly, such that its cash on hand at the
beginning of the quarter, including short-term investments, aggregated
$2,760,659. During the first quarter, the Company received additional funds as
reported in its financing activities from the exercise of both stock options and
warrants. In total, 133,165 stock options were exercised

16

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which provided an aggregate of $134,415 in gross proceeds to
the Company and 184,135 warrants yielded an aggregate of $389,333 in gross
proceeds to the Company.

The Company used funds in the quarter to finance its
operating loss of $1,139,502 and working capital changes. The loss, which after
adjusting for non-cash items and the working capital changes, primarily an
increase in trade accounts receivable of $708,803, negatively impacted cash in
total by $1,474,942. The Company also used funds, as reported in its investing
activities, to purchase capital equipment amounting to $62,894 in the
quarter.

As a result of these negative cash impacts for the adjusted
operating loss, the working capital changes and the capital expenditures,
management determined that it needed additional funds in the quarter and sold an
aggregate of $868,735 of its short-term investments.

In summary, the cash requirements for the adjusted loss,
working capital changes and capital expenditures, even after cash infusions from
the exercise of warrants and options and the sale of short-term investments,
caused a net cash reduction in the first quarter of $145,353, lowering the
Company's cash on hand at March 31, 2002 to $55,306. As a result of the sale of
short-term investments, the Company's temporary cash deposits declined from the
opening level of $2,560,000 to $1,691,265. In total, cash resources of
$1,746,571 remained available at March 31, 2002 for future operations.

As indicated at year end, management believes that, based on
current projections, the Company will be able to sustain its operations over the
near term with its present cash resources and that no further financing for the
remainder of the year will be necessary to meet its internal targets for
staffing and operations.   Thereafter, the Company will be required to seek
additional financing to fund its operations.  There can be no assurance that
such financing will be available on terms favourable to the Company or at
all.

On March 6, 2002, the Company announced that it had received
a proposal to discuss the privatization of the Company from the Pembridge Group
("Pembridge") of Boston, an investment management group. In order to
respond appropriately, the Company formed a special committee of its board of
directors and also engaged Raymond James Ltd. to act as its financial adviser
to assess this proposal and consider all alternative strategies in light of this
development. Currently, the Company is in a 60-90 day evaluation period, granted
by Pembridge, under which the Company has an opportunity to evaluate, consider,
or complete certain potential strategic alternatives before continuing to engage
in discussions regarding Pembridge's proposal to take Imagis private, or to make
a potential strategic investment.  Management believes that the impact on the
Company and the related financial benefits and costs as a result of
privatization or an alternate strategy cannot be assessed at this time, but
cautions that the above-noted potential for corporate change may result in the
need for additional financing or other changes to the Company's corporate
structure and equity at any time during the year.

Recent accounting pronouncements

During 2001, the Financial Accounting Standards Board issued
four new pronouncements:

Statement 141, Business Combinations, requires the
purchase method of accounting for all business combinations and applies to all
business combinations initiated after June 30, 2001 and to all business
combinations accounted for by the purchase method that are completed after June
30, 2001.

Statement 142, Goodwill and Other Intangible Assets,
requires that goodwill as well as other indefinite life intangible assets be
tested annually for impairment and is effective for fiscal years beginning after
December 15, 2001.

Statement 143, Accounting for Asset Retirement
Obligations, requires entities to record the fair value of a liability for
an asset retirement obligation in the period in which it is incurred and a
corresponding increase in the carrying amount of the related long-lived asset
and is effective for fiscal years beginning after June 15, 2001.

Statement 144, Accounting for the Impairment or Disposal
of Long-Lived Assets, provides that long-lived assets to be disposed of by
sale be measured at the lower of carrying mount or fair value less cost to sell,
whether reported in continuing operations or in discontinued operations to
include all components of an entity with operations that can be distinguished
from the rest of the entity and that will be eliminated from the ongoing
operations of the entity in a disposal transaction.  Statement 144 is effective
for fiscal years beginning after December 15, 2001.

Currently, the Company does not believe that the impact of
these accounting pronouncements would be material to the financial results.

17

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Critical Accounting Policies

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

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.

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.

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.

18

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PART II

Item 1.     Legal
Proceedings.

As of the date of this Quarterly 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.  From time to time, the
Company may be involved in litigation relating to claims arising out of its
operations in the normal course of business.

Item 2.     Changes in Securities.

a)     None

b)     None

c)     The Company issued 133,165
common shares upon the exercise of stock options by sixteen (16) non-U.S.
persons in private transactions outside the United States for gross proceeds to
the Company of $134,415. The options were exercised on the following dates for
the following amounts: January 4, 2002 - 45,000 options for gross proceeds to
the Company of $45,000; January 25, 2002 - 13,500 options for gross proceeds to
the Company of $13,500; January 29, 2002 - 16,166 options for gross proceeds to
the Company of $16,166; January 31, 2002 - 25,833 options for gross proceeds to
the Company of $25,833; February 7, 2002 - 5,000 options for gross proceeds to
the Company of $5,000; February 19, 2002 - 7,666 options for gross proceeds to
the Company of $7,666; February 21, 2002 - 4,000 options for gross proceeds to
the Company of $4,000; February 28, 2002 - 13,500 options for gross proceeds to
the Company of $13,500; and March 19, 2002 - 2,500 options for gross proceeds to
the Company of $3,750. The common shares were issued in reliance upon Regulation
S promulgated under the Securities Act of 1933, as amended (the "Securities
Act").

The Company issued 184,135 common shares upon the exercise of
warrants by five (5) non-U.S. persons in private transactions outside the United
States for gross proceeds to the Company of $389,333. These warrants were
exercised on the following dates for the following amounts: February 4, 2002 -
17,850 warrants for gross proceeds to the Company of $19,635; March 11, 2002 -
127,077 warrants for gross proceeds to the Company of $289,057; March 11, 2002 -
4,150 warrants for gross proceeds to the Company of $4,565, and March 25, 2002 -
35,058 warrants for gross proceeds to the Company of $76,076. The common shares
were issued in reliance upon Regulation S promulgated under the Securities
Act.

The Company issued 551,037 common shares upon the conversion
of special warrants into common shares by four (4) non-U.S. persons in private
non-cash transactions outside the United States for deemed gross proceeds to the
Company of $1,195,750.  These special warrants were exercised on the following
dates for the following amounts:  February 26, 2002 - 70,000 special warrants
for deemed gross proceeds to the Company of $151,900; and March 11, 2002 -
481,037 special warrants for deemed gross proceeds to the Company of $1,043,850.
The common shares were issued in reliance upon Regulation S promulgated under
the Securities Act.

The Company granted stock options exercisable to acquire
340,000 common shares to certain employees, directors and consultants who were
non-U.S. persons in a private offering outside the United States. The options
were issued in reliance upon Regulation S promulgated under the Securities
Act.

On January 18, 2002, the Company issued warrants exercisable
to acquire 50,000 common shares to Pembridge Venture Partners ("PVP").
The warrants were issued in reliance upon Rule 506 of Regulation D promulgated
under the Securities Act of 1933.  PVP represented to the Company that it was an
"accredited investor", as such term is defined under Rule 501 of
Regulation D promulgated under the Securities Act.

On February 2, 2002, the Company granted stock options
exercisable to acquire 100,000 common shares to Sanjay Sabnani, a consultant to
the Company. The options were issued in reliance upon Rule 506 of Regulation D
under the Securities Act of 1933. Mr. Sabnani represented to the Company

19

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that he was an "accredited investor", as such term
is defined under Rule 501 of Regulation D promulgated under the Securities
Act.

On February 8, 2002, the Company issued 37,500 shares to Roth
Capital Partners ("RCP") as required by the financial services
agreement between the Company and RCP. The shares were issued in reliance upon
Section 4(2) under the Securities Act. In relying upon such exemption (i) the
Company did not engage in any "general solicitation", (ii) RCP
represented and the Company reasonably believed that it had such knowledge and
experience in financial matters such that it was capable of evaluating the
merits and risks of the prospective investment and was able to bear the economic
risk of such investment, (iii) RCP was provided access to all necessary and
adequate information to enable it to evaluate the financial risk inherent in
such transaction, (iv) the offer was made only to the RCP, and (v) RCP
represented that the it is accepting the shares for itself and not for
distribution.

d)     None

Item 3.     Defaults Upon Senior
Securities.

None

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

None

Item 5.     Other Information

None

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

a)     Exhibits

|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(1)   | Escrow Agreement for a Venture Capital Pool
Issuer dated July 3, 1998 among Colloquium Capital Corp., CIBC Mellon Trust
Company and Sandra Buschau, Altaf Nazerali, Shafiq Nazerali, Rory Godinho and
Ross Wilmot
|4.3(1)   | Warrant dated February 25, 1999 issued to Iain
Drummond                                                                                                                                                          
|4.4(1)   | Warrant dated February 25, 1999 issued to
Armitage & Associates                                                                                                                                                  
|4.5(6)   | Form of Share Purchase Warrant                                                                                                                                                                                   
|10.1(1)* | Incentive Stock Option Agreements dated July 7,
1998 between Imagis and each of Sandra E. Buschau, Altaf Nazerali and Ross
Wilmot                                                                                
|10.2(1)  | Confidentiality and Non-Competition Agreement
dated February 23, 1999 among Imagis, the Former Imagis Shareholders and the
principals of the Former Imagis Shareholders                                          
|10.3(1)  | Revenue Assignment Agreement dated December 15,
1998 among Imagis, Pacific, Imagis Solutions (US) Incorporated and Imagis North
West Solutions Inc.                                                              
|10.4(1)  | Agency Agreement dated March 29, 1999 among
Imagis and the Agents                                                                                                                                                

20

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|10.5(1)   | Subscription Agreement dated January 26, 1999
between Imagis and Pacific Cascade Consultants Ltd.                                                                                                 
|--------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.6(1)   | Subscription Agreement dated January 26, 1999
between Imagis and First Capital Invest Corp.                                                                                                       
|10.7(1)*  | Incentive Stock Option Agreements dated February
25, 1999 and March 25, 1999 between Imagis and certain directors, employees and
service providers of Imagis or affiliates or subsidiaries thereof
|10.8(1)*  | Consulting Services Agreement effective February
25, 1999 between Imagis and Shafiq Nazerali-Walji                                                                                                
|10.9(1)*  | Employment Agreement dated February 23, 1999
between the Issuer and Iain Drummond                                                                                                                 
|10.10(1)  | Technology Purchase Agreement dated March 6,
1998 among Imagis Technologies Ltd., Imagis Cascade Technologies Inc. and
Penelope Walker, Richard Graham and William Hawkes                         
|10.11(1)  | Technology Purchase Agreement dated March 6,
1998 among Imagis, Imagis Cascade Consultants, Inc. and Former Imagis
Shareholders                                                                   
|10.12(1)  | Share Purchase Agreement dated December 14, 1998
among Imagis, Imagis Cascade and the Former Imagis Shareholders                                                                                  
|10.13(1)  | Confidentiality and Standstill Agreement dated
October 6, 1998 among Colloquium Capital Corp., Imagis Cascade Technologies Inc.
and Former Imagis Shareholders                                    
|10.14(1)  | Loan Agreement dated October 15, 1999 between
Imagis and Rexton Corporation                                                                                                                       
|10.15(1)  | Agreement dated May 1, 2000 between Imagis and
Somerset Financial Group Inc.                                                                                                                      
|10.16(2)  | Agreement dated August 15, 2000 between Imagis
and GPC Communications                                                                                                                             
|10.17(3)  | Agreement dated August 21, 2000 between Imagis
and Fleishman-Hillard Canada Inc.                                                                                                                  
|10.18(4)* | Imagis Technologies Inc. 2000 Stock Option
Plan                                                                                                                                                   
|10.19(4)  | Agreement dated October 11, 2000 between Imagis
and Orion Scientific Systems Inc.                                                                                                                 
|10.20(5)* | Imagis Technologies Inc. 1999 Stock Option
Plan                                                                                                                                                   
|10.21(6)  | Form of Unit Subscription Agreement                                                                                                                                                               
|10.22(2)  | Convertible Note Subscription Agreement dated
October 1, 1999                                                                                                                                     
|10.23     | Software Assets Sale and Assignment Agreement
dated October 31, 2001 between Imagis and API Technologies, LLC                                                                                     
|99.1      | Risk Factors                                                                                                                                                                                      
|99.2      | Form 51-901F as required by the British Columbia
Securities Commission                                                                                                                            

* Indicates a management contract or a 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, 1999.
(3)     Previously filed as part of Imagis' Quarterly
Report on Form 10-QSB for the period ended September 30, 2000.
(4)      Previously filed as part of Imagis'
Annual Report on Form 10-KSB for the year ended December 31, 2000.
(5)     Previously filed as part of Imagis' Quarterly
Report on Form 10-QSB for the period ended March 31, 2001.
(6)     Previously filed as part of Imagis' Quarterly
Report on Form 10-QSB for the period ended June 30, 2001.

21

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b)     Reports on Form 8-K

On January 3, 2002, the Company filed a Form 8-K relating to
a press release dated December 13, 2001, in which the Company announced that it
had retained Roth Capital Partners headquartered in Newport Beach, California,
to act as its financial advisor. During the next six months, Roth Capital has
agreed to advise Imagis on strategic alternatives, including financing, mergers
and acquisitions, business combinations, and joint ventures.

On January 25, 2002, the Company filed a Form 8-K relating to
a press release dated January 3, 2002, in which the Company announced that it
had entered into an engagement letter with PVP under which PVP would provide
strategic financial advice to the Company.

On January 25, 2002, the Company filed a Form 8-K relating to
a press release dated January 10, 2002, in which the Company announced that its
business partner, Abbey Group Consultants Inc. ("AGC"), had purchased
the Company's photo capture and tracking system, a customized version of CABS,
which will serve the Orange County Probation Department in California.

On February 19, 2002, the Company filed a Form 8-K relating
to (i) a press release dated January 22, 2002, in which the Company announced
that the National Crime Squad had purchased a biometric facial recognition
solution based on the Company's ID-2000 software through Serco PLC; (ii) a press
release dated January 23, 2002, in which the Company announced that it, together
with the Sanyo Semiconductor Company and Intacta Technologies Inc. had entered
into a Memorandum of Understanding to form a strategic alliance to develop,
manufacture and market hardware and software solutions to create integrated
systems; (iii) a press release dated February 5, 2002, in which the Company
announced the release of its Software Development Kit, Version 8, the latest
version of the Company's ID-2000 facial recognition technology; (iv) a press
release dated February 12, 2002, in which the Company and Orion Scientific
Systems announced that they have completed the deployment of a digital image and
data sharing solution for use at all law enforcement agencies throughout
Alameda; (v) a press release dated February 14, 2002, in which the Company
announced that it had been invited to present at the 14th Annual Roth
Capital Growth Conference in Laguna Niguel, California; (vi) a press release
dated February 14, 2002, in which the Company announced that Mr. Michael Brave,
the former Department of Justice Chief of the Intelligence & Investigative
Operations Unit, Office of Enforcement Operations, Criminal Division has joined
the API group of companies, one of the Company's business partners; and (vii) a
press release dated February 14, 2002 in which the Company announced that it had
retained Sanjay Sabnani, President of Typhoon Capital Consultants, LLC as
Manager of Business Development Strategy and U.S. Investor Relations.

On March 1, 2002, the Company filed a Form 8-K relating to
(i) a press release dated February 21, 2002, in which the Company announced that
it had agreed to extend the expiry date of 266,666 warrants held by its
President, Mr. Iain Drummond, from February 25, 2002 to June 25, 2002 and (ii) a
press release dated February 26, 2002, in which the Company announced it had
expanded to Europe with offices in the UK.

On March 27, 2002, the Company filed a Form 8-K relating to
(i) a press release dated March 4, 2002, in which the Company announced that Mr.
Roy Davidson Trivett had been appointed to the board of directors; (ii) a press
release dated March 5, 2002, in which the Company announced that it intends to
enter into a strategic alliance with OSI Systems, Inc., pending the successful
negotiation and execution of a definitive agreement for the design, development
and marketing of aviation and transportation security products based on Imagis'
biometric facial recognition software; (iii) a press release dated March 6,
2002, in which the Company announced that it had received a letter from the
Pembridge Group requesting that the board consider a proposal to take the
Company private; (iv) a press release dated March 6, 2002, in which the Company
announced that it had an office in Australia and appointed Mr. Roger Henning as
regional director for Asia Pacific; and (v) a press release dated March 12,
2002, in which the Company, together with Sanyo Electric Co., Ltd. and Intacta
Technologies Inc., announced the formation of SecurityART Inc. to integrate the
hardware and software technologies of all three companies to provide a
high-level, robust and multi-level security and verification solution for access
control.

22

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act
of 1934, the Issuer has duly caused this Quarterly Report to be signed on its
behalf by the undersigned thereunto duly authorized.

Dated:  May 7, 2002

| | IMAGIS TECHNOLOGIES INC.                                                                                    
| | ------------------------------------------------------------------------------------------------------------
| |                                                                                                             
| |                                                                                                             
| |                                                                                                             
| | /s/ Ross Wilmot                                                                                             
| | Ross WilmotChief Financial Officer
(Principal Financial and Accounting Officer and Duly 
Authorized Officer)

23

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EXHIBIT INDEX

|Exhibit No. | 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(1)      | Escrow Agreement for a Venture Capital Pool
Issuer dated July 3, 1998 among Colloquium Capital Corp., CIBC Mellon Trust
Company and Sandra Buschau, Altaf Nazerali, Shafiq Nazerali, Rory Godinho and
Ross Wilmot
|4.3(1)      | Warrant dated February 25, 1999 issued to Iain
Drummond                                                                                                                                                          
|4.4(1)      | Warrant dated February 25, 1999 issued to
Armitage & Associates                                                                                                                                                  
|4.5(6)      | Form of Share Purchase Warrant                                                                                                                                                                                   
|10.1(1)*    | Incentive Stock Option Agreements dated July 7,
1998 between Imagis and each of Sandra E. Buschau, Altaf Nazerali and Ross
Wilmot                                                                                
|10.2(1)     | Confidentiality and Non-Competition Agreement
dated February 23, 1999 among Imagis, the Former Imagis Shareholders and the
principals of the Former Imagis Shareholders                                          
|10.3(1)     | Revenue Assignment Agreement dated December 15,
1998 among Imagis, Pacific, Imagis Solutions (US) Incorporated and Imagis North
West Solutions Inc.                                                              
|10.4(1)     | Agency Agreement dated March 29, 1999 among
Imagis and the Agents                                                                                                                                                
|10.5(1)     | Subscription Agreement dated January 26, 1999
between Imagis and Pacific Cascade Consultants Ltd.                                                                                                                
|10.6(1)     | Subscription Agreement dated January 26, 1999
between Imagis and First Capital Invest Corp.                                                                                                                      
|10.7(1)*    | Incentive Stock Option Agreements dated
February 25, 1999 and March 25, 1999 between Imagis and certain directors,
employees and service providers of Imagis or affiliates or subsidiaries
thereof               
|10.8(1)*    | Consulting Services Agreement effective February
25, 1999 between Imagis and Shafiq Nazerali-Walji                                                                                                               
|10.9(1)*    | Employment Agreement dated February 23, 1999
between the Issuer and Iain Drummond                                                                                                                                
|10.10(1)    | Technology Purchase Agreement dated March 6,
1998 among Imagis Technologies Ltd., Imagis Cascade Technologies Inc. and
Penelope Walker, Richard Graham and William Hawkes                                        
|10.11(1)    | Technology Purchase Agreement dated March 6,
1998 among Imagis, Imagis Cascade Consultants, Inc. and Former Imagis
Shareholders                                                                                  
|10.12(1)    | Share Purchase Agreement dated December 14, 1998
among Imagis, Imagis Cascade and the Former Imagis Shareholders                                                                                                 
|10.13(1)    | Confidentiality and Standstill Agreement dated
October 6, 1998 among Colloquim Capital Corp., Imagis Cascade Technologies Inc.
and Former Imagis Shareholders                                                    

24

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|10.14(1)  | Loan Agreement dated October 15, 1999 between
Imagis and Rexton Corporation                                  
|--------- | -------------------------------------------------------------------------------------------------------------
|10.15(1)  | Agreement dated May 1, 2000 between Imagis and
Somerset Financial Group Inc.                                 
|10.16(2)  | Agreement dated August 15, 2000 between Imagis
and GPC Communications                                        
|10.17(3)  | Agreement dated August 21, 2000 between Imagis
and Fleishman-Hillard Canada Inc.                             
|10.18(4)* | Imagis Technologies Inc. 2000 Stock Option
Plan                                                              
|10.19(4)  | Agreement dated October 11, 2000 between Imagis
and Orion Scientific Systems Inc.                            
|10.20(5)* | Imagis Technologies Inc. 1999 Stock Option
Plan                                                              
|10.21(6)  | Form of Unit Subscription Agreement                                                                          
|10.22(2)  | Convertible Note Subscription Agreement dated
October 1, 1999                                                
|10.23     | Software Assets Sale and Assignment Agreement
dated October 31, 2001 between Imagis and API Technologies, LLC
|99.1      | Risk Factors                                                                                                 
|99.2      | Form 51-901F as required by the British Columbia
Securities Commission                                       

* Indicates a management contract or a 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, 1999.
(3)Previously filed as part of Imagis' Quarterly Report on Form 10-QSB for the
period ended September 30, 2000.
(4)Previously filed as part of Imagis' Annual Report on Form 10-KSB for the year
ended December 31, 2000.
(5)Previously filed as part of Imagis' Quarterly Report on Form 10-QSB for the
period ended March 31, 2001.
(6)Previously filed as part of Imagis' Quarterly Report on Form 10-QSB for the
period ended June 30, 2001.

25