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 SEPTEMBER 30, 2002
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)
603 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 SEPTEMBER 30, 2002 WAS
12,232,462
0
Image Technology Laboratories, Inc.
INDEX TO FINANCIAL STATEMENTS
PAGE
Condensed Balance Sheet
September 30, 2002 (Unaudited) F-2
Condensed Statements of Operations
Nine and Three Months Ended September 30, 2002 and 2001 (Unaudited) F-3
Condensed Statement of Changes in Stockholders' Deficiency
Nine Months Ended September 30, 2002 (Unaudited) F-4
Condensed Statements of Cash Flows
Nine Months Ended September 30, 2002 and 2001 (Unaudited) F-5
Notes to Condensed Financial Statements (Unaudited) F-6/8
* * *
Image Technology Laboratories, Inc.
Condensed Balance Sheet
September 30, 2002
(Unaudited)
ASSETS
Current assets - cash and cash equivalents $ 191,680
Equipment, net 36,052
-----------
Total $ 227,732
===========
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities:
Accounts payable and accrued expenses $ 55,687
Notes payable to stockholders 5,200
-----------
Total current liabilities 60,887
Deferred revenues 128,333
Accrued compensation payable to stockholders 530,080
-----------
Total liabilities 719,300
-----------
Commitments
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; 12,232,462 shares issued and outstanding 122,325
Additional paid-in capital 1,827,395
Unearned compensation (25,000)
Unearned marketing expense (56,250)
Accumulated deficit (2,375,038)
-----------
Total stockholders' deficiency (491,568)
-----------
Total $ 227,732
===========
See Notes to Condensed Financial Statements.
F-1
Image Technology Laboratories, Inc.
Condensed Statements of Operations
Nine and Three Months Ended September 30, 2002 and 2001
(Unaudited)
NINE MONTHS THREE MONTHS
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
---------------------------- ----------------------------
2002 2001 2002 2001
------------ ------------ ------------ ------------
Revenues:
Service income $ 207,800 $ 131,250
Software license fees 11,667 11,667
------------ ------------
Totals 219,467 142,917
------------ ------------
Costs and expenses:
Research and development 378,750 $ 484,335 100,000 $ 164,427
Sales and marketing 65,626 52,865
General and administrative 316,310 170,180 118,832 76,129
------------ ------------ ------------ ------------
Totals 760,686 654,515 271,697 240,556
------------ ------------ ------------ ------------
Net loss $ (541,219) $ (654,515) $ (128,780) $ (240,556)
============ ============ ============ ============
Basic net loss per share $ (.04) $ (.05) $ (.01) $ (.02)
============ ============ ============ ============
Basic weighted average shares
outstanding 13,287,998 12,539,975 13,669,962 12,648,688
============ ============ ============ ============
See Notes to Condensed Financial Statements.
F-2
Image Technology Laboratories, Inc.
Condensed Statement of Changes in Stockholders' Deficiency
Nine Months Ended September 30, 2002
(Unaudited)
PREFERRED STOCK COMMON STOCK ADDI- TOTAL
NUMBER NUMBER TIONAL UNEARNED UNEARNED ACCUMU- STOCK-
OF OF PAID-IN COMPEN- MARKETING LATED HOLDERS'
SHARES AMOUNT SHARES AMOUNT CAPITAL SATION EXPENSE DEFICIT DEFICIENCY
------ ------ ------ ------ ------- ------ ------- ------- ----------
Balance, January 1, 2002 1,500,000 $ 15,000 11,272,712 $ 112,727 $1,587,118 $(150,000) $(1,833,819) $(268,974)
Sales of shares of
common stock
through private
placement 475,000 4,750 116,250 121,000
Issuance of common
stock upon
exercise of
warrants 34,750 348 16,027 16,375
Issuance of common
stock for services
to be rendered 450,000 4,500 108,000 $(112,500)
Amortization of
unearned
compensation 125,000 125,000
Amortization of
unearned
marketing expense 56,250 56,250
Net loss (541,219) (541,219)
----------- --------- ----------- --------- ---------- --------- ------------ ----------- ---------
Balance,
September 30, 2002 1,500,000 $ 15,000 12,232,462 $ 122,325 $1,827,395 $ (25,000) $ (56,250) $(2,375,038) $(491,568)
=========== ========= =========== ========= ========== ========= =========== =========== =========
See Notes to Condensed Financial Statements.
F-3
Image Technology Laboratories, Inc.
Condensed Statements of Cash Flows
Nine Months Ended September 30, 2002 and 2001
(Unaudited)
2002 2001
--------- ----------
Operating activities:
Net loss $(541,219) $(654,515)
Adjustments to reconcile net loss to net cash
used in operating activities:
Amortization of unearned compensation 125,000 112,500
Amortization of unearned marketing expense 56,250
Depreciation 6,896
Changes in operating assets and liabilities:
Other current assets (6,250)
Accrued compensation payable to stockholders 109,539 77,789
Accounts payable and accrued expenses 17,776 (20,383)
Deferred revenues 128,333
--------- ---------
Net cash used in operating activities (97,425) (490,859)
--------- ---------
Financing activities:
Proceeds from exercise of warrants 16,375 104,513
Proceeds from private placement of common stock 121,000
--------- ---------
Net cash provided by financing activities 137,375 104,513
--------- ---------
Net increase (decrease) in cash and cash equivalents 39,950 (386,346)
Cash and cash equivalents, beginning of period 151,730 725,105
--------- ---------
Cash and cash equivalents, end of period $ 191,680 $ 338,759
========= =========
See Notes to Condensed Financial Statements.
F-4
Image Technology Laboratories, Inc.
Notes to Condensed Financial Statements
(Unaudited)
Note 1 - Unaudited interim financial statements:
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 September 30, 2002, its results of
operations for the nine and three months ended September 30,
2002 and 2001, changes in stockholders' deficiency for the nine
months ended September 30, 2002 and cash flows for the nine
months ended September 30, 2002 and 2001. Certain terms used
herein are defined in the audited financial statements of the
Company as of December 31, 2001 and for the years ended
December 31, 2001 and 2000 and the period from January 1, 1998
(date of inception) to December 31, 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 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 nine and three months ended
September 30, 2002 are not necessarily indicative of the
results of operations for the full year ending December 31,
2002.
The Company was a development stage company for accounting
purposes from January 1, 1998 (date of inception) through April
2002, at which time the picture archiving and communications
software that inputs diagnostic images in digital format from
original imaging sources became available for sale (see Note
2). The Company obtained its first contract for the sale of its
software product and related hardware and maintenance services
in August 2002. Although the Company has been deriving revenues
from the provision of radiology and imaging services to
affiliated and nonaffiliated companies, management expects that
the Company will derive its revenues in the future primarily
from sales of the software product.
As of September 30, 2002, the Company had cash and cash
equivalents of approximately $192,000 and working capital of
approximately $131,000. However, since its inception, the
Company has incurred recurring losses and, as a result, it had
an accumulated deficit of approximately $2,375,000 at September
30, 2002. In addition, as of September 30, 2002, the
stockholders of the Company had deferred approximately $530,000
of compensation due them under their employment agreements
until 2003. Although the Company has just begun to generate
revenues from its software product, management currently
expects that the Company will incur additional losses, although
at a reduced level, for the foreseeable future.
F-5
Image Technology Laboratories, Inc.
Notes to Condensed Financial Statements
(Unaudited)
Note 1 - Unaudited interim financial statements (concluded):
Management believes that the Company needs additional debt or
equity financing of $80,000 to enable the Company to meet its
obligations and fund its operations through at least September
30, 2003. During September 2002, the Company obtained a $75,000
working capital loan. In addition, the Company's principal
stockholder has agreed to provide funds totaling $80,000 if the
Company cannot obtain that amount through other sources or the
working capital loan is insufficient. Management cannot assure
that the Company will be able to obtain any additional
financing on satisfactory terms that may be required during
that period other than the amount the principal stockholder is
committed to provide.
Note 2 - Revenue recognition:
Revenues from the provision of radiology and imaging services
are recognized over the period during which the applicable
services are performed provided that the fees are fixed and
determinable and collection is probable.
Contracts for the sale of the Company's imaging systems involve
multiple elements including the delivery and installation of
software and hardware products, training and system
maintenance. However, the Company cannot allocate the revenues
from such contracts to each element based on the relative
fair value of each element. Accordingly, it will recognize the
revenues from a systems contract ratably over the period during
which it is required to provide maintenance or any other
services provided that the fees are fixed and determinable and
collection is probable.
Unearned revenues are included in deferred revenues in the
accompanying condensed balance sheet.
During August 2002, the Company entered into a contract for the
provision of radiology and imaging services and the sale of an
imaging system. The radiology and imaging services agreement is
for two years (although it is cancelable by either party at any
time) and provides for fees at the annual rate of $450,000.
Management anticipates that fees for the system, which was
installed prior to September 30, 2002, and the related
three-year maintenance contract will exceed $400,000.
Note 3 - 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").
F-6
Image Technology Laboratories, Inc.
Notes to Condensed Financial Statements
(Unaudited)
Note 3 - Earnings (loss) per share (concluded):
The rights of the Company's preferred and common stockholders
are substantially equivalent. In accordance with the "two
class" method of computing earnings (loss) per share set forth
in SFAS 128, 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 used in the
computation of basic loss per share for the nine and three
months ended September 30, 2002 and 2001.
Since the Company had net losses for the nine and three months
ended September 30, 2002 and 2001, the assumed effects of the
exercise of options to purchase 3,000,000 common shares
outstanding at September 30, 2002 and 2001 and warrants to
purchase 3,429,512 and 3,434,862 common shares outstanding at
September 30, 2002 and 2001, 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.
Note 4 - Exercise of warrants:
During the nine months ended September 30, 2002, the Company
received $12,375 upon the exercise of warrants to purchase
24,750 common shares at $.50 per share and $4,000 upon the
exercise of warrants to purchase 10,000 common shares at $.40
per share. As of September 30, 2002, warrants to purchase
3,429,512 common shares were outstanding.
Note 5 - Private placement of common shares:
During January 2002, the Company completed a private placement
pursuant to which it sold 400,000 shares of common stock to
its principal stockholder at $.25 per share (the approximate
fair value of the shares at the time of sale) and received
proceeds of $100,000.
During September 2002, the Company completed another private
placement pursuant to which it sold 75,000 shares of common
stock to its principal stockholder at $.28 per share (the
approximate fair value of the shares at the time of sale) and
received proceeds of $21,000.
F-7
Image Technology Laboratories, Inc.
Notes to Condensed Financial Statements
(Unaudited)
Note 6 - Issuance of common shares for services:
During January 2002, the Company agreed to issue 450,000
shares of common stock and warrants to purchase 100,000 shares
of common stock in exchange for the provision of marketing
services by an investor relations firm. The Company recorded
the fair value of the shares of $112,500 on the date the
agreement as unearned marketing expense. The shares and
warrants became issuable and were issued in June 2002. The
warrants are exercisable at $3.00 per share during the two
year period subsequent to the date of issuance. The exchange
is a noncash transaction and, as such, is not reflected in the
Company's condensed statement of cash flows for the nine
months ended September 30, 2002.
The investor relations firm will provide the services over the
six month period that commenced in July 2002 and the Company
is amortizing the unearned marketing expense over that period.
The unearned marketing expense, net of accumulated
amortization, has been reflected as a separate component of
stockholders' deficiency in the accompanying condensed balance
sheet as of September 30, 2002.
Note 7 - 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 8- Bank loan agreement:
During September 2002, the Company entered into a one-year
$75,000 working capital loan agreement with M&T Bank.
Outstanding borrowings will bear interest payable monthly at 1%
above the prime rate, and will be guaranteed by the
Company's principal stockholder. At September 30, 2002, there
were no outstanding borrowings under the agreement.
* * *
F-8
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 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.
As of September 30, 2002, the Company has cash and cash equivalents of
approximately $192,000 and working capital of approximately $131,000. However,
since inception, the Company has incurred losses resulting in an accumulated
deficit of approximately $2,375,000 at September 30, 2002. The Company currently
expects to incur additional losses for the foreseeable future. In addition, the
Company has only recently introduced its product to market and has just begun to
generate revenues. Further, as of September 30, 2002, the founding stockholders
have deferred until 2003 approximately $530,000 of compensation due them under
their employment agreements.
On August 19,2002, the Company closed an initial contract with Radiologix, Inc.
for the sale of one of its WarpSpeed PACS/RIS systems, with an option for a
second unit in the fourth quarter. The Company is currently negotiating the
additional unit and expects to start installation prior to the end of the year.
In addition, recurring monthly revenue in the form of a two year services
agreement are being realized in the amount of approximately $40,000 per month.
In September, the Company applied for, and received, a line of credit from the
M&T Bank in the amount of $75,000. Management believes the terms of the
agreement are favorable to the Company.
The Company recently executed a five-year lease for office space at "Tech City",
formerly 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. We expect the
Corporate Headquarter move to be completed by mid November.
Currently, three additional systems, besides the Radiologix option, are in
various stages of negotiations. The Company expects that at least one
installation will occur in the first quarter of 2003.
CRITICAL ACOUNTING POLICIES
Revenues from the provision of radiology and imaging services are recognized
over the period during which the applicable services are performed provided that
the fees are fixed and determinable and collection is probable.
Contracts for the sale of our imaging systems involve multiple elements
including the delivery and installation of software and hardware products,
training and system maintenance. However, we cannot allocate the revenues from
such contracts to each element based on the relative fair value of each element.
Accordingly, we will recognize the revenues from a systems contract ratably over
the period during which we are required to provide maintenance or any other
services provided that the fees are fixed and determinable and collection is
probable.
Unearned revenues are included in deferred revenues in the accompanying
condensed balance sheet.
During August 2002, we entered into a contract for the provision of radiology
and imaging services and the sale of an imaging system. The radiology and
imaging services agreement is for two years (although it is cancelable by either
party at any time) and provides for fees at the annual rate of $450,000. The
WarpSpeed PACS/RIS system, which was installed prior to September 30, 2002, and
the related three-year maintenance contract will generate fees totaling
$420,000.
F-9
RESULTS OF OPERATIONS FOR THE NINE AND THREE MONTHS ENDED September 30, 2002
COMPARED TO THE NINE AND THREE MONTHS ENDED September 30, 2001
REVENUES:
The Company was a development stage company from January 1, 1998 (date of
inception) through April 2002, at which time its software was available for
sale. During the nine and three months ended September 30,2002, the Company
derived service revenue of $208,000 and $131,000, respectively. In addition,
during the nine and three months ended September 30,2002, the Company earned
approximately $12,000 from the sale of its initial system, as well as deferring
approximately $128,000 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 nine and three months ended September 30, 2002, the Company incurred
research and development expenses of $378,750 and $100,000, respectively, as
compared with $484,335 and $164,427 in the comparable prior periods. These
expenses consisted primarily of compensation to the Company's three founders
under their employment contracts as further explained in the Company's annual
report filed on Form 10-KSB for the year ended December 31, 2001. In addition,
$100,000, $25,000, $75,000 and $37,500 of these expenses during the nine and
three months period ended September 30, 2002 and 2001, respectively, were
attributable to compensation associated with the issuance of the shares of
preferred stock to the founders, a non-cash charge. During the first quarter
2002, one of our founders was terminated for cause for breach of his employment
agreement; therefore, we accelerated the remaining unamortized compensation
($37,500) associated with the issuance of the Preferred Stock to that founder.
Also, as a result of this, our research and development costs should be reduced
in the future.
GENERAL AND ADMINISTRATIVE EXPENSES:
During the nine and three months ended September 30, 2002, the Company incurred
general and administrative expenses of $316,310 and $118,332, respectively, as
compared to $170,180 and $76,129 in the comparable prior periods. The increase
was primarily attributable to an increase in payroll and other overhead items as
well as incurring additional costs as we built up our infrastructure.
SALES AND MARKETING EXPENSE:
During the nine and three months ended September 30, 2002, the Company began to
incur marketing expenses as it introduced its product for sale. During these
periods, we incurred $65,626 and $52,865 of such costs, respectively.
NET LOSS:
As a result of the aforementioned, the Company incurred a loss of $541,219 ($.04
per share) and $128,780 ($.01 per share) for the nine and three months ended
September 30,2002, as compared to $654,515 ($.05 per share) and $240,556 ($.02
per share) for the nine and three months ended September 30, 2001.
LIQUIDITY AND CAPITAL RESOURCES:
As of September 30, 2002, we had cash and working capital of approximately
$192,000 and $131,000, respectively. To date, the principal sources of capital
resources include proceeds from issuance of shares of common stock to our
founders of $21,250 and the net proceeds from private placements 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 2,591,050
units at $.40 per unit and received net proceeds of approximately $840,000. Each
unit consisted of one share of common stock and one warrant. The proceeds from
this offering were used for working capital and general corporate purposes. To
date, we received approximately $166,000 upon the exercise of warrants and the
issuance of shares of common stock. In addition, in January 2002, we sold
400,000 shares of our common stock to one of our principal stockholders for
$100,000 or $.25 per share, which approximates fair value. In September, we sold
an additional 75,000 shares of our common stock to one of our principal
shareholders for $21,000, or $0.28 per share, the fair market value.
During January 2002, the Company entered into an agreement with an investor
relations firm. In exchange for marketing services, the Company granted 450,000
shares of common stock and 100,000 two-year warrants with a $3.00 exercise
price. The services, which are to be provided over a nine-month period, were
valued at approximately $112,500 based on the fair market value of the shares of
common stock on the date the agreement was entered into. The services will
commence upon issuance of shares of common stock. As of June 30, 2002, the
Company issued these shares to the investor relations firm, which will commence
its marketing services during July 2002.
In addition to the aforementioned equity transactions, we have funded our
accumulated loss of approximately $2,375,000 by having our founders defer
approximately $530,000 of compensation due them under their employment
agreements.
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
of its disclosure controls and procedures. The Company's disclosure
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.
F-10
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.
F-11
PART II
Item 1. Legal Proceedings. None
Item 2. Changes in Securities.
During January 2002, Image Technology issued 400,000 shares of common stock to
Kingston Diagnostic Radiology, P.C. Pension Fund, the sole beneficiary of which
is Dr. Ryon, our President, Chief Executive Officer and Principal Accounting and
Financial Officer.
During July 2002, Image Technology issued 75,000 shares of common stock to
Kingston Diagnostic Radiology, P.C. Pension Fund, the sole beneficiary of which
is Dr. Ryon, President, Chief Executive Officer and Principal Accounting and
Financial Officer.
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: November 14, 2002
/S/ DAVID RYON
--------------
David Ryon, CEO, President and
Principal Financial and
Accounting Officer