FORM 10-QSB
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2003
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER
IMAGE TECHNOLOGY LABORATORIES, INC.
(EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)
DELAWARE 22-53531373
------------------------------- -----------------------
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER I.D. NO.)
INCORPORATION OR ORGANIZATION)
602 ENTERPRISE DR., KINGSTON, NEW YORK 12401
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(845) 338-3366
(ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE)
CHECK WHETHER THE ISSUER: (1) FILED ALL REPORTS REQUIRED TO BE FILED BY SECTION
13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING THE
PAST 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS
REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST 90 DAYS.
YES |X| NO |_|
APPLICABLE ONLY TO CORPORATE ISSUERS
THE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING AS OF MARCH 31, 2003 WAS
12,238,462
Image Technology Laboratories, Inc.
INDEX TO FINANCIAL STATEMENTS
PAGE
Condensed Balance Sheet
March 31, 2003 (Unaudited) F-2
Condensed Statements of Operations
Three Months Ended March 31, 2003 and 2002 (Unaudited) F-3
Condensed Statement of Changes in Stockholders' Deficiency
Three Months Ended March 31, 2003 (Unaudited) F-4
Condensed Statements of Cash Flows
Three Months Ended March 31, 2003 and 2002 (Unaudited) F-5
Notes to Condensed Financial Statements (Unaudited) F-6/9
* * *
Image Technology Laboratories, Inc.
Condensed Balance Sheet
March 31, 2003
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 47,405
Prepaid expenses and other current assets 1,496
-----------
Total current assets 48,901
Equipment and improvements, net of accumulated depreciation
and amortization of $17,551 38,651
-----------
Total $ 87,552
===========
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities:
Accounts payable and accrued expenses $ 45,217
Notes payable to stockholders 5,200
-----------
Total current liabilities 50,417
Deferred revenues 58,333
Accrued compensation payable to stockholders 516,389
-----------
Total liabilities 625,139
-----------
Stockholders' deficiency:
Preferred stock, par value $.01 per share; 5,000,000 shares
authorized; 1,500,000 shares issued and outstanding 15,000
Common stock, par value $.01 per share; 50,000,000 shares
authorized; 12,238,462 shares issued and outstanding 122,385
Additional paid-in capital 1,828,535
Accumulated deficit (2,503,507)
-----------
Total stockholders' deficiency (537,587)
-----------
Total $ 87,552
===========
See Notes to Financial Statements.
F-2
Image Technology Laboratories, Inc.
Condensed Statements of Operations
Three Months Ended March 31, 2003 and 2002
2003 2002
----------- -----------
Revenues:
Service income $ 151,108 $ 7,300
Software license fees 35,000
------------ ------------
Totals 186,108 7,300
------------ ------------
Costs and expenses:
Research and development 75,000 178,750
Sales and marketing 39,831
General and administrative 108,023 83,337
------------ ------------
Totals 222,854 262,087
------------ ------------
Net loss $ (36,746) $ (254,787)
============ ============
Basic net loss per share $(-) $ (.02)
============ ============
Basic weighted average common shares outstanding 14,134,507 12,987,956
============ ============
See Notes to Financial Statements.
F-3
Image Technology Laboratories, Inc.
Condensed Statement of Changes in Stockholders' Deficiency
Three Months Ended March 31, 2003
(Unaudited)
PREFERRED STOCK COMMON STOCK
-------------------- ------------------------- Addi- Total
Number Number tional Accumu- Stock-
of of Paid-in lated holders'
SHARES AMOUNT SHARES AMOUNT CAPITAL DEFICIT DEFICIENCY
---------- ------ ------------ -------- ------------- ------------ ----------
Balance, January 1, 2003 1,500,000 $ 15,000 12,232,462 $ 122,325 $ 1,827,395 $(2,466,761) $ (502,041)
Issuance of common stock upon
exercise of warrants 6,000 60 1,140 1,200
Net loss (36,746) (36,746)
----------- ----------- ----------- ----------- ----------- ----------- -----------
Balance, March 31, 2003 1,500,000 $ 15,000 12,238,462 $ 122,385 $ 1,828,535 $(2,503,507) $ (537,587)
=========== =========== =========== =========== =========== =========== ===========
See Notes to Condensed Financial Statements.
F-4
Image Technology Laboratories, Inc.
Condensed Statements of Cash Flows
Three Months Ended March 31, 2003 and 2002
(Unaudited)
2003 2002
--------- ---------
Operating activities:
Net loss $ (36,746) $(254,787)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization of equipment
and improvements 3,220 2,299
Amortization of unearned compensation 75,000
Changes in operating assets and liabilities:
Prepaid expenses and other current assets 8,500
Accounts payable and accrued expenses 9,970 (11,579)
Deferred revenues (35,000)
Accrued compensation payable to stockholders (33,653) 40,385
--------- ---------
Net cash used in operating activities (83,709) (148,682)
--------- ---------
Investing activities - purchase of equipment (2,540)
---------
Financing activities:
Proceeds from exercise of warrants 1,200 15,750
Proceeds from private placement of common stock 100,000
--------- ---------
Net cash provided by financing activities 1,200 115,750
--------- ---------
Net decrease in cash and cash equivalents (85,049) (32,932)
Cash and cash equivalents, beginning of period 132,454 151,730
--------- ---------
Cash and cash equivalents, end of period $ 47,405 $ 118,798
========= =========
See Notes to Condensed Financial Statements.
F-5
Image Technology Laboratories, Inc.
Notes to Condensed Financial Statements
(Unaudited)
Note 1 - Basis of presentation:
In the opinion of management, the accompanying unaudited
condensed financial statements reflect all adjustments,
consisting of normal recurring accruals, necessary to present
fairly the financial position of Image Technology Laboratories,
Inc. (the "Company") as of March 31, 2003, its results of
operations and cash flows for the three months ended March 31,
2003 and 2002 and changes in stockholders' deficiency for the
three months ended March 31, 2003. Certain terms used herein
are defined in the audited financial statements of the Company
as of December 31, 2002 and for the years ended December 31,
2002 and 2001 (the "Audited Financial Statements") included in
the Company's Annual Report on Form 10-KSB previously filed
with the Securities and Exchange Commission (the "SEC").
Pursuant to rules and regulations of the SEC, certain
information and disclosures normally included in financial
statements prepared in accordance with accounting principles
generally accepted in the United States of America have been
condensed in or omitted from these financial statements unless
significant changes have taken place since the end of the most
recent fiscal year. Accordingly, the accompanying unaudited
condensed financial statements should be read in conjunction
with the Audited Financial Statements and the other information
included in the Form 10-KSB.
The results of operations for the three months ended March 31,
2003 are not necessarily indicative of the results of
operations for the full year ending December 31, 2003.
The Company was a development stage company for accounting
purposes, and was required to make certain related disclosures
from January 1, 1998 (date of inception) through April 2002,
at which time its WARPSPEED PACS/RIS software product became
available for sale (see Notes 1 and 2 to the financial
statements in the Form 10-KSB). From time to time, the Company
has and will continue to derive revenues from the provision of
radiology and imaging services to affiliated and nonaffiliated
companies. However, management expects that the Company will
derive its revenues in the future primarily from sales of its
software products. The Company obtained its first contract for
the sale of its software product and related hardware and
maintenance services in August 2002. Accordingly, the Company
is no longer in the development stage.
F-6
Image Technology Laboratories, Inc.
Notes to Condensed Financial Statements
(Unaudited)
Note 1 - Basis of presentation (concluded):
Although the Company has incurred recurring losses and
negative cash flows from operating activities since its
inception, the Company had cash and cash equivalents of
approximately $47,000 and an approximate working capital
deficiency of only $2,000 as of March 31, 2003. Management
expects a reduction in the level of such losses now that sales
of the Company's software products have commenced. A
substantial portion of the Company's losses have been
attributable to noncash charges. As of March 31, 2003, certain
stockholders of the Company had agreed to defer approximately
$516,000 of compensation due them under their employment
agreements as of that date until March 31, 2004 and to defer
certain additional amounts that will accrue after March 31,
2003 which has and will continue to preserve the Company's
liquidity. During September 2002, the Company obtained a
$75,000 working capital loan from a financial institution that
it had not used as of March 31, 2003. Management believes that
as a result of the additional cash flows from the software
product sales and the Company's ability to draw on the working
capital loan and defer payments to certain stockholders, the
Company will be able to continue to meet its obligations as
they become due through at least March 31, 2004. Management
also believes, but cannot assure, that if needed, the Company
will be able to obtain additional capital resources from
financing through financial institutions and other unrelated
sources and/or through additional related party loans.
Note 2 - Earnings (loss) per share:
The Company presents basic earnings (loss) per share and, if
appropriate, diluted earnings per share in accordance with the
provisions of Statement of Financial Accounting Standards No.
128, "Earnings per Share" ("SFAS 128") as explained in Note 1
to the financial statements in the Form 10-KSB.
The rights of the Company's preferred and common stockholders
are substantially equivalent. The Company has included the
1,500,000 outstanding preferred shares from the date of their
issuance in the weighted average number of shares outstanding
in the computation of basic loss per share for the three
months ended March 31, 2003 and 2002, in accordance with the
"two class" method of computing earnings (loss) per share set
forth in SFAS 128.
Since the Company had net losses for the three months ended
March 31, 2003 and 2002, the assumed effects of the exercise
of options to purchase 2,100,000 and 3,000,000 common shares
outstanding at March 31, 2003 and 2002, respectively, and
warrants to purchase 3,323,512 and 3,330,762 common shares
outstanding at March 31, 2003 and 2002, respectively, and the
application of the treasury stock method would have been
anti-dilutive and, therefore, diluted per share amounts have
not been presented in the accompanying condensed statements of
operations for those periods.
F-7
Image Technology Laboratories, Inc.
Notes to Condensed Financial Statements
(Unaudited)
Note 3 - Warrants:
On February 11, 2003, the Company reduced the exercise price
for its outstanding Class A and Class B warrants from $.40 and
$.50 per share, respectively, to $.20 per share during the
period from February 18, 2003 through July 1, 2003. The
original exercise prices will remain in effect for the period
from July 2, 2003 until the Class A and Class B warrants
expire on October 15, 2003.
During the three months ended March 31, 2003, the Company
received $1,200 upon the exercise of Class B warrants for the
purchase of 6,000 shares of common stock at $.20 per share. As
of March 31, 2003, Class A and Class B warrants for the
purchase of a total of 3,323,512 remained outstanding (see
Note 5 in the Form 10-KSB).
Note 4 - Stock options:
During the three months ended March 31, 2003, the Company
cancelled options it had previously granted to one of its
founders for the purchase of 1,000,000 shares of its common
stock at $.33 per share in connection with the termination of
his employment contract.
In addition, the Company granted options to a newly-hired
sales director for the purchase of 100,000 shares of its
common stock at $.18 per share (the fair value at the date of
grant) that are exercisable through January 2003.
The Company continues to measure compensation cost related to
stock options issued to employees using the intrinsic value
method of accounting prescribed by Accounting Principles Board
Opinion No. 25 ("APB 25"), "Accounting For Stock Issued To
Employees". The Company has adopted the disclosure-only
provisions of Statement of Financial Accounting Standards No.
123 ("SFAS 123"), "Accounting For Stock-Based Compensation."
Accordingly, no earned or unearned compensation cost was
recognized in the accompanying condensed consolidated
financial statements for the stock options granted by the
Company to its employees since all of those options have been
granted at exercise prices that equaled or exceeded the market
value at the date of grant. The Company's historical net loss
and loss per share and pro forma net loss and loss per share
assuming compensation cost had been determined in 2003 and
2002 based on the fair value at the grant date for all awards
by the Company consistent with the provisions of SFAS 123 are
set forth below:
F-8
Image Technology Laboratories, Inc.
Notes to Condensed Financial Statements
(Unaudited)
Note 4 - Stock options (concluded):
Three Months Ended
MARCH 31,
------------------------------
2003 2002
----------- ------------
Net loss - as reported $(36,746) $(254,787)
Deduct total stock-based employee compensation
expense determined under a fair value based
method for all awards (2,000) (40,000)
---------- -----------
Net loss - pro forma $(38,746) $(294,787)
======== =========
Net loss per share:
Basic - as reported $( - ) $(.02)
------- -----
Basic - pro forma $( - ) $(.02)
======= =====
Note 5 - Income taxes:
As the ultimate realization of the potential benefits of the
Company's net operating loss carryforwards is considered
unlikely by management, the Company has offset the deferred
tax assets attributable to those potential benefits through
valuation allowances and, accordingly, the Company did not
recognize any credits for income taxes in the accompanying
condensed statements of operations to offset its pre-tax
losses.
* * *
F-9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
OVERVIEW
The following is a discussion of certain factors affecting Image Technology
Laboratories, Inc.'s results of operations, liquidity, and capital resources.
You should read the following discussion and analysis in conjunction with Image
Technology Laboratories, Inc's unaudited condensed financial statements and
related notes which are included elsewhere in this filing.
Image Technology Laboratories, Inc. has entered the medical image management
segment of the healthcare information systems market. We were incorporated in
Delaware on December 5, 1997. Image Technology has developed a fully integrated
"radiology information system/picture archiving and communications", known as
RIS/PACS for use in the management of medical diagnostic images and patient
information by hospitals. The PACS portion of the system inputs and stores
diagnostic images in digital format from original imaging sources such as:
computerized tomography, or CT scans Magnetic resonance imaging, or MRIs,
ultrasound, nuclear imaging and digital fluoroscopy. The RIS portion of the
system inputs and stores patient demographics, along with the appropriate
insurance, billing and scheduling information required to complete the patient
visit. All of the data is retained in standard formats, including DICOM and HL-7
standards.
We were a development stage company for accounting purposes, and were required
to make certain related disclosures from January 1, 1998 (date of inception)
through April 2002, at which time our WARPSPEED PACS/RIS software product became
available for sale. From time to time, we have and will continue to derive
revenues from the provision of radiology and imaging services to affiliated and
nonaffiliated companies. However, management expects that we will derive our
revenues in the future primarily from sales of our software products. We
obtained our first contract for the sale of our software product and related
hardware and maintenance services in August 2002. Accordingly, we are no longer
in the development stage.
Although we have incurred recurring losses and negative cash flows from our
operating activities since inception, we have cash and cash equivalents of
approximately $47,000 and an approximate working capital deficiency of only
$2,000 as of March 31, 2003. We expect a reduction in the level of such losses
now that sales of the Company's software products have commenced. A substantial
portion of our losses have been attributable to non-cash charges. As of March
31, 2003, certain stockholders of the Company had agreed to defer approximately
$516,000 of compensation due them under their employment agreements as of that
date until March 31, 2004 and to defer certain additional amounts that will
accrue after March 31, 2003 which has and will continue to preserve our
liquidity. During September 2002 we obtained a $75,000 working capital loan from
a financial institution that we had not drawn on as of March 31, 2003.
Management believes that as a result of the additional cash flows from the
software product sales and our ability to draw on the working capital loan and
defer payments to certain stockholders, we will be able to continue to meet our
obligations as they become due through at least March 31, 2004. We also believe,
but cannot assure, that if needed, we will be able to obtain additional capital
resources from financing through financial institutions and other unrelated
sources and/or through additional related party loans.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2003 COMPARED TO THE
THREE MONTHS ENDED MARCH 31, 2002
Revenues:
We were a development stage company from January 1, 1998 (date of inception)
through April 2002, at which time our software was available for sale. During
the three months ended March 31, 2003, we derived service revenue of
approximately $151,000. In addition, during the three months ended March 31,
2003, we earned approximately $35,000 from the sale of our initial unit, as well
as deferring approximately $58,000 of revenue relating to the sale which will be
recognized ratably over the period in which we are required to provide
maintenance and other services.
Research and Development Expenses:
During the three months ended March 31, 2003 we incurred research and
development expenses of approximately $75,000 as compared with approximately
$179,000 during the first quarter of 2002. These expenses consisted primarily of
compensation to our three founders under their employment contracts. In
addition, $75,000 of these expenses in the first quarter of 2002 was
attributable to compensation associated with the issuance of the shares of
preferred stock to the founders, a non-cash charge. During the first quarter of
2002, one of our founders was terminated for cause for breach of his employment
agreement. As a result, our research and development expenses were reduced and
should remain at this reduced level for the foreseeable future.
General and Administrative Expenses:
During the three months ended March 31, 2003, we incurred general and
administrative expenses of approximately $108,000 as compared to approximately
$83,000 during the first quarter of 2002. The increase of $25,000 is primarily
attributable to an increase in payroll and other overhead items as well as
additional costs incurred as we built up our infrastructure.
Sales and Marketing Expenses:
During the three months ended March 31, 2003, we began to incur marketing
expenses as we introduced our product for sale. During this period, we incurred
approximately $40,000 of such costs.
Net Loss:
As a result of the aforementioned, we incurred a loss of approximately $37,000
(or less than $.01 per share) for the three months ended March 31, 2003 as
compared to a loss of approximately $255,000 ($.02 per share) for the three
months ended March 31, 2002.
LIQUIDITY AND CAPITAL RESOURCES:
As of March 31, 2003, we had cash and cash equivalents and a working capital
deficiency of $47,000 and $2,000, respectively. To date, the principal sources
of our capital resources include proceeds from issuance of shares of common
stock to our founders of $21,250 and the net proceeds from the private placement
of units of common stock and warrants during 2000 of approximately $180,000.
Then on October 15, 2000, we completed an initial public offering, whereby we
sold units consisting of one share of common stock and one warrant to purchase
one share of common stock and received aggregate proceeds of approximately
$840,000. In addition, in January 2002, we sold 100,000 shares of our common
stock to a Company wholly-owned by our principal stockholder at $.25 per share
(the approximate fair value of the shares at the time of sale) and received
proceeds of $100,000. Then, during September 2002, we sold an additional 75,000
shares of our common stock to the same Company for $.28 per share (the
approximate fair value of the shares at the time of sale) and received proceeds
of $21,000. To date, we received approximately $167,000 upon the exercise of
warrants and issuance of shares of common stock. The aforementioned proceeds
have been used for working capital and general corporate purposes.
In addition to the aforementioned equity transactions, we have funded a part of
our accumulated loss of approximately $2,504,000 by having our founders defer
approximately $516,000 of compensation due them under their employment
agreements.
In September 2002, we applied for, and received, a line of credit from M & T
Bank for one year in the amount of $75,000. Management believes the terms of the
agreement are favorable to the Company.
We have recently executed a five-year lease (at $700 per month) for office space
at "Tech City", formally the IBM facility in Kingston, NY. Tech City has become
the home of many high technology firms in the Hudson Valley. The space is
sufficient for both our growing research and development team and a
sales/marketing force.
On February 11, 2003, we reduced the exercise price of our Class A $.40 warrants
and our Class B $.50 warrants to $.20 during the period commencing February 18,
2003 and ending July 1, 2003. Thereafter, the exercise price will revert back to
$.40 and $.50, respectively, until October 15, 2003 when they expire. During the
three months ended March 31, 2003, we received $1,200 and issued 6000 shares of
common stock upon the exercise of 6,000 warrants.
In February 2003, we went to contract for the installation of one of our systems
at St. Anthony's Hospital, Warwick, NY. The system is being installed as an ASP,
whereby payment is made on a per procedure basis. ITL will retain ownership of
the assets for tax purposes, and St. Anthony's Hospital will pay for usage as an
expense item. The management of Bon Secours has given St. Anthony's permission
to proceed with the contracting process. Bon Secours Baltimore Health System,
Inc. owns St. Anthony's.
ITEM 3. CONTROLS AND PROCEDURES
(a) DISCLOSURE CONTROLS AND PROCEDURES. Within 90 days before filing this
report, the Company evaluated the effectiveness of the design and operation
its disclosure controls and procedures. The Company's disclosure
of controls and procedures are the controls and other procedures that it
designed to ensure that it records, processes, summarizes and reports in a
timely manner the information it must disclose in reports that it files
with or submits to the Securities and Exchange Commission. David Ryon, the
Company's President, CEO and Principal Financial and Accounting Officer
supervised and participated in this evaluation. Based on this evaluation.
Dr. Ryon concluded that, as of the date of his evaluation, the Company's
disclosure controls and procedures were effective.
(b) INTERNAL CONTROLS. Since the date of the evaluation described above, there
have not been any significant changes in the Company's Internal Accounting
Controls or in other factors that could significantly affect those
controls.
CAUTIONARY STATEMENT FOR THE PURPOSES OF THE SAFE HARBOR PROVISIONS OF THE
PRIVATE SECURITIES ACT OF 1935
The Statements contained in the section captioned Management's Discussion and
Analysis of Financial Condition and Results of Operations which are not
historical are "forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. These forward-looking statements represent the
Company's present expectations or beliefs concerning future events. The Company
cautions that such forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Company to be materially different from any future
results, performance, or achievements expressed or implied by such
forward-looking statements. Such factors include, among other things, the
uncertainty as to the Company's future profitability, the uncertainty as to the
demand for the Internet virtual communities; increasing competition; the ability
to hire, train, and retrain sufficient qualified personnel; the ability to
obtain financing on acceptable terms to finance the Company's growth.
PART II
Item 1. Legal Proceedings. None
Item 2. Changes in Securities.
During the three months ended March 31, 2003, we received $1,200 and issued 6000
shares of common stock upon the exercise of 6000 warrants.
Item 3. Defaults Upon Senior Securities. None.
Item 4. Submission of Matters to a Vote of Security Holders. There are no
reportable events relating to this item .
Item 5. Other Information. There are no reportable events relating to this item.
Item 6. Exhibits and Reports on Form 8-K.
(A) 99.3 and 99.4. (B) None
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
IMAGE TECHNOLOGY LABORATORIES, INC.
Date: May 15, 2003
/S/ DAVID RYON
--------------
David Ryon, CEO, President and
Principal Financial and
Accounting Officer
CERTIFICATIONS
I, DAVID RYON, certify that:
1. I have reviewed this Quarterly Report on form 10QSB of IMAGE
TECHNOLOGY LABORATORIES, INC.;
2. Based on my knowledge, this Quarterly Report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this Quarterly Report;
3. Based on my knowledge, the financial statements, and other financial
information included in this Quarterly Report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and of, the periods presented in
this Quarterly Report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:
a. Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this Quarterly
Report is being prepared;
b. Evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date with in 90 days prior to the filing date
of this Quarterly Report (the "Evaluation Date"); and
c. Presented in this Quarterly Report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
a. All significant deficiencies in design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b. Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in
this Quarterly Report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: May 15, 2003
/S/ DAVID RYON
------------------------
David Ryon
Chief Financial Officer
CERTIFICATIONS
I, DAVID RYON, certify that:
1. I have reviewed this Quarterly Report on form 10QSB of IMAGE
TECHNOLOGY LABORATORIES, INC.;
2. Based on my knowledge, this Quarterly Report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this Quarterly Report;
3. Based on my knowledge, the financial statements, and other financial
information included in this Quarterly Report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and of, the periods presented in
this Quarterly Report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
a. Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this Quarterly Report
is being prepared;
b. Evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date with in 90 days prior to the filing date of
this Quarterly Report (the "Evaluation Date"); and
c. Presented in this Quarterly Report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
a. All significant deficiencies in design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b. Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
Quarterly Report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: May 15, 2003
/S/ DAVID RYON
----------------
David Ryon
President, Chief Executive Officer