SecProbe.io

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Room 4561
								August 5, 2005

Mr. Barry C. Muradian
Chief Executive Officer
and Principal Accounting Officer
602 Enterprise Drive
Kingston, NY 12401

Re:	Image Technology Laboratories, Inc.
	Item 4.01 Form 8-K
      Filed June 29, 2005 and July 19, 2005
	File No.  000-31307

Dear Mr. Muradian:

      We have reviewed the above referenced filing and have the
following comments.  Where indicated, we think you should revise
your
document in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

1. We note your disclosure regarding whether there were any
disagreements with your former independent accountant.  The
disclosure should clearly state whether during the registrant`s
two
most recent fiscal years and any subsequent interim period through
the date of resignation, declination or dismissal there were any
disagreements with the former accountant on any matter of
accounting
principles or practices, financial statement disclosure, or
auditing
scope or procedure, which disagreement(s), if not resolved to the
satisfaction of the former accountant, would have caused it to
make
reference to the subject matter of the disagreement(s) in
connection
with its reports.  Please revise to include the proper periods
covered.  In the event of disagreement(s) and/or reportable
event(s),
provide the specific disclosures required by Item 304(a)(1)(iv) of
Regulation S-B.
2.
We also note your disclosure that your interim financial
statements
for the three months ending March 31, 2005 were reviewed by an
independent public accountant that is not registered with The
Public
Company Accounting Oversight Board (PCAOB).  Section 102 of the
Sarbanes-Oxley Act of 2002 made it unlawful after October 22, 2003
for any person that is not a registered public accounting firm or
associated person therewith (i.e. registered with the PCAOB) to
prepare or issue, or to participate in the preparation or issuance
of, any audit report with respect to any issuer.  This provision
applies to any issuer whose securities are registered under
Section
12 of the Securities Exchange Act of 1934 that is required to file
reports under Section 15(d) of that Act, or that files or has
filed a
registration statement that has not yet become effective under the
Securities Act of 1933 and has not been withdrawn.  Additionally,
since a review is an integral part of the audit, the firm
performing
any interim reviews is required to be registered with the PCAOB.
As
a result, please engage a PCAOB registered independent accountant
to
re-review any periods that were reviewed by the independent
accountant you engaged that is not PCAOB registered.

3. To the extent that you make changes to the Form 8-K to comply
with
our comments, please obtain and file an updated Exhibit 16 letter
from the former accountants stating whether the accountant agrees
with the statements made in your revised Form 8-K.

4. When you engage a new accountant, please report the engagement
in
a new Form 8-K and comply with the requirements of Item 304(a)(2)
of
Regulation S-B.  In making any disclosures about consultations
with
your new accountants, please ensure you disclose any consultations
up
through the date of engagement.

General

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comment, please provide,
in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      As appropriate, please respond to these comments within five
business days or tell us when you will respond.  Please submit all
correspondence and supplemental materials on EDGAR as required by
Rule 101 of Regulation S-T.  Please furnish a cover letter that
keys
your responses to our comments and provides any requested
information.  Detailed cover letters greatly facilitate our
review.
Please understand that we may have additional comments after
reviewing your amendment and responses to our comments.

	You may contact Patrick Gilmore, Staff Accountant, at (202)
551-
3406 or me at (202) 551-3499 if you have questions regarding these
comments.

							Sincerely,

      					Kathleen Collins
							Accounting Branch Chief
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Barry C. Muradian
Image Technology Laboratories, Inc.
August 5, 2005
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