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 JUNE 30, 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 JUNE 30, 2003 WAS
12,687,462
Image Technology Laboratories, Inc.
INDEX TO FINANCIAL STATEMENTS
PAGE
Condensed Balance Sheet
June 30, 2003 (Unaudited) F-2
Condensed Statements of Operations
Six and Three Months Ended June 30, 2003 and 2002 (Unaudited) F-3
Condensed Statement of Changes in Stockholders' Equity (Deficiency)
Six Months Ended June 30, 2003 (Unaudited) F-4
Condensed Statements of Cash Flows
Six Months Ended June 30, 2003 and 2002 (Unaudited) F-5
Notes to Condensed Financial Statements (Unaudited) F-6/9
* * *
F-1
Image Technology Laboratories, Inc.
Condensed Balance Sheet
June 30, 2003
ASSETS
Current assets:
Cash and cash equivalents $ 144,284
Prepaid expenses and other current assets 1,615
-----------
Total current assets 145,899
Equipment and improvements, net 47,531
-----------
Total $ 193,430
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 41,882
Notes payable to stockholders 5,200
-----------
Total current liabilities 47,082
Deferred revenues 23,333
Accrued compensation payable to stockholders 109,616
-----------
Total liabilities 180,031
-----------
Stockholders' equity:
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; 12,687,462 shares issued and outstanding 126,875
Additional paid-in capital 2,339,849
Shares to be issued 83,346
Accumulated deficit (2,551,671)
-----------
Total stockholders' equity 13,399
-----------
Total $ 193,430
===========
See Notes to Condensed Financial Statements.
F-2
Image Technology Laboratories, Inc.
Condensed Statements of Operations
Six and Three Months Ended June 30, 2003 and 2002
(Unaudited)
SIX MONTHS THREE MONTHS
ENDED JUNE 30, ENDED JUNE 30,
---------------------------- ---------------------------
2003 2002 2003 2002
------------ ------------ ----------- ------------
Revenues:
Service income $ 295,069 $ 76,550 $ 143,961 $ 69,250
Software license fees 70,000 35,000
------------ ------------ ------------ ------------
Totals 365,069 76,550 178,961 69,250
------------ ------------ ------------ ------------
Costs and expenses:
Research and development 150,000 278,750 75,000 100,000
Sales and marketing 124,686 12,761 84,855 12,761
General and administrative 175,293 197,478 67,270 113,140
------------ ------------ ------------ ------------
Totals 449,979 488,989 227,125 225,901
------------ ------------ ------------ ------------
Net loss $ (84,910) $ (412,439) $ (48,164) $ (156,651)
============ ============ ============ ============
Basic net loss per share $ (.01) $ (.03) $ ( - ) $ (.01)
============ ============ ============ ============
Basic weighted average shares
outstanding 13,747,366 13,161,588 13,761,691 13,207,266
============ ============ ============ ============
See Notes to Condensed Financial Statements.
F-3
Image Technology Laboratories, Inc.
Condensed Statement of Changes in Stockholders' Equity (Deficiency)
Six Months Ended June 30, 2003
(Unaudited)
PREFERRED STOCK COMMON STOCK
----------------------- -------------------------- ADDI- TOTAL
NUMBER NUMBER TIONAL SHARES ACCUMU- STOCK-
OF OF PAID-IN TO BE LATED HOLDERS'
SHARES AMOUNT SHARES AMOUNT CAPITAL ISSUED 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 455,000 4,550 86,450 83,346 174,346
Accrued compensation
contributed to capital 426,004 426,004
Net loss (84,910) (84,910)
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
Balance, June 30, 2003 1,500,000 $ 15,000 12,687,462 $ 126,875 $ 2,339,849 $ 83,346 $(2,551,671) $ 13,399
=========== =========== =========== =========== =========== =========== =========== ===========
See Notes to Condensed Financial Statements.
F-4
Image Technology Laboratories, Inc.
Condensed Statements of Cash Flows
Six Months Ended June 30, 2003 and 2002
(Unaudited)
2003 2002
------------ -------------
Operating activities:
Net loss $ (84,910) $(412,439)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization of equipment
and improvements 5,836 4,598
Amortization of unearned compensation 100,000
Changes in operating assets and liabilities:
Prepaid expenses and other current assets 8,381
Accounts payable and accrued expenses 6,635 3,504
Deferred revenues (70,000)
Accrued compensation payable to stockholders (14,422) 71,154
--------- ---------
Net cash used in operating activities (148,480) (233,183)
--------- ---------
Investing activities - purchases of equipment (14,036)
---------
Financing activities:
Proceeds from exercise of warrants 174,346 16,375
Proceeds from private placement of common stock 100,000
--------- ---------
Net cash provided by financing activities 174,346 116,375
--------- ---------
Net increase (decrease) in cash 11,830 (116,808)
Cash, beginning of period 132,454 151,730
--------- ---------
Cash, end of period $ 144,284 $ 34,922
========= =========
Supplemental disclosure of noncash
investing and financing activities:
Contribution of accrued compensation
payable to stockholders to capital $ 426,004
=========
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 June 30, 2003, its results of operations for the six and three
months ended June 30, 2003 and 2002, changes in stockholders' equity
(deficiency) for the six months ended June 30, 2003 and cash flows
for the six months ended June 30, 2003 and 2002. 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 six and three months ended June
30, 2003 are not necessarily indicative of the results of operations
to be expected 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
"PACS" 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 $144,000 and working
capital of approximately $99,000 as of June 30, 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, historically, have been
attributable to noncash charges. As of June 30, 2003, a stockholder
of the Company had agreed to defer approximately $110,000 of
compensation due him under his employment agreement as of that date
until July 1, 2004 and to defer certain additional amounts that will
accrue after June 30, 2003 which has and will continue to preserve
the Company's liquidity. During September 2002, the Company obtained
a $75,000 working capital line of credit from a financial
institution that it had not used as of June 30, 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 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 June 30, 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 six and three months ended June 30,
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 six and three months ended
June 30, 2003 and 2002, the assumed effects of the exercise of
options to purchase 2,000,000 and 3,000,000 common shares
outstanding at June 30, 2003 and 2002, respectively, and warrants to
purchase 2,868,512 and 3,492,512 common shares outstanding at June
30, 2003 and 2002, respectively, therefore, diluted per share
amounts have not been presented in the accompanying condensed
statements of operations for those periods as the results would be
anti-dilutive.
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 six months ended June 30, 2003, the Company received
$174,346 upon the exercise of Class A and B warrants for the
purchase of 871,730 shares of common stock at $.20 per share, of
which 455,000 shares were issued and outstanding as of June 30,
2003. The balance of the shares will be issued as soon as
administratively feasible. As of June 30, 2003, Class A and Class B
warrants for the purchase of a total of 2,868,512 remained
outstanding (see Note 5 in the Form 10-KSB).
During July 2003, the Company received approximately $49,000 upon
the exercise of additional Class A and B warrants for the purchase
of approximately 245,000 shares of common stock at $.20 per share.
In addition, the Company issued 83,333 shares of common stock as
compensation to an investment banker, one of the original
consultants, in accordance with the terms of the sale of units in
the initial public offering.
Note 4 - Stock options:
During the six months ended June 30, 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 2004.
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):
SIX MONTHS ENDED THREE MONTHS ENDED
JUNE 30, JUNE 30,
----------------------------- ---------------------------
2003 2002 2003 2002
----------- ------------ ----------- -----------
Net loss - as reported $ (84,910) $ (412,439) $ (48,164) $ (156,651)
Deduct total stock-based employee
compensation expense determined
under a fair value based method
for all awards (2,000) (80,000) -- (40,000)
----------- ------------ ----------- -----------
Net loss - pro forma $ (86,910) $ (492,439) $ (48,164) $ (196,651)
=========== ============ =========== ===========
Net loss per share:
Basic - as reported $ (.01) $ (.03) $ ( - ) $ (.01)
=========== ============ =========== ===========
Basic - pro forma $ (.01) $ (.04) $ ( - ) $ (.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.
Note 6 - Accrued compensation payable to stockholders:
During the six months ended June 30, 2003, the Company's principal
stockholder contributed $426,004 of compensation owed to him to
capital.
* * *
F-9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
OVERVIEW
The following is a discussion of certain factors affecting our results of
operations, liquidity, and capital resources. You should read the following
discussion and analysis in conjunction with our unaudited condensed financial
statements and related notes which are included elsewhere in this filing.
We have entered the medical image management segment of the healthcare
information systems market. We were incorporated in Delaware on December 5,
1997. We have 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 $144,000 and working capital of approximately $99,000 as of June
30, 2003. We expect a reduction in the level of our operating losses now that
sales of our software products have commenced. A substantial portion of our
historic operating losses have been attributable to non-cash charges. As of June
30, 2003, one of our stockholders agreed to defer approximately $110,000 of
compensation due him under his employment agreement as of that date until June
30, 2004 and to defer certain additional amounts that will accrue after June 30,
2003, if necessary. During September 2002, we obtained a $75,000 working capital
line of credit from a financial institution that we had not drawn on as of June
30, 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 June 30, 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 SIX MONTHS AND THREE MONTHS ENDED June 30, 2003
COMPARED TO THE SIX MONTHS AND THREE MONTHS ENDED JUNE 30, 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 six and three months ended June 30, 2003, we derived service revenue of
approximately $295,000 and $144,000 respectively as compared to approximately
$77,000 and $69,000 for the comparable prior periods. In addition, during the
six and three months ended June 30, 2003, we earned approximately $70,000 and
$35,000 respectively, from the sale of our initial unit, as well as deferring
approximately $23,000 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 six months and three months ended June 30, 2003, we incurred research
and development expenses of approximately $150,000 and $75,000, respectively, as
compared with approximately $279,000 and $100,000 in the comparable prior
periods. These expenses consisted primarily of compensation to our 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 six-month and three months ended June 30, 2003, we incurred general
and administrative expenses of approximately $175,000 and $67,000, respectively,
as compared to approximately $197,000 and $113,000 in the comparable prior
periods. The decrease in these periods is primarily attributable to us initially
building our infrastructure during 2002 and then identifying and eliminating
certain non-critical positions or expenditures at our current stage. In the
future, certain of these costs will be incurred or increased.
Sales and Marketing Expenses:
During the six months and three months ended June 30, 2003, we began to incur
marketing expenses as we introduced our product for sale. During this period, we
incurred approximately $125,000 and $85,000, respectively, of such costs. For
both the six and three months ended June 30, 2002, we only incurred
approximately $13,000 of such costs.
Net Loss:
As a result of the aforementioned, we incurred a loss of approximately $85,000
($.01 per share) and $48,000 (or less than $.01 per share) for the six and three
months ended June 30, 2003, respectively, as compared to a loss of approximately
$412,000 ($.03 per share) and $157,000 ($.01 per share) for the six and three
months ended June 30, 2002.
LIQUIDITY AND CAPITAL RESOURCES:
As of June 30, 2003, we had cash and cash equivalents of $144,000 and working
capital surplus of $99,000. 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. 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. In the first half of
2003, we raised approximately $174,000 from the exercise of our warrants. 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 $2,552,000 by having our founders defer
approximately $536,000 of compensation due them under their employment
agreements. Of that amount, the principal shareholder has agreed to contribute
approximately $426,000 to our capital.
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 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
six months ended June 30, 2003, we received approximately $174,000 upon the
exercise of Class A and B warrants for the purchase of approximately 872,000
shares of common stock at $.20 per share, of which 455,000 shares were issued
and outstanding as of June 30, 2003. The balance of the shares will be issued as
soon as administratively feasible. During July 2003, we received approximately
$49,000 upon the exercise of additional Class A and B warrants for the purchase
of approximately 245,000 shares of common stock at $.20 per share.
In May 2003, we signed a Five Year contract with Park Avenue Associates in
Radiology, P.C. to install and maintain our WarpSpeed PACS/RIS System in one of
their outpatient imaging centers. We should commence earning revenue under the
aforementioned contract during the third quarter of 2003.
We have entered into Letter of Intent with St. Anthony's Hospital, Warwick,
NY. Management expects the final contract to close by the end of September.
We expect to commence earning revenues under this agreement during the fourth
quarter of 2003.
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 six months ended June 30, 2003, we received approximately $174,000
upon the exercise of Class A and B warrants for the purchase of approximately
872,000 shares of common stock at $.20 per share, of which 455,000 shares were
issued and outstanding as of June 30, 2003 and the balance of the shares will be
issued as soon as administratively feasible. During July 2003, we received
approximately $49,000 upon the exercise of additional Class A and B warrants for
the purchase of approximately 245,000 shares of common stock at $.20 per share.
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) 31.1 and 31.2. (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: August 13, 2003
/S/ DAVID RYON
------------------------------
David Ryon, CEO, President and
Principal Financial and
Accounting Officer