SEC FILE NUMBER:  000-31307
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12B-25


                           NOTIFICATION OF LATE FILING

(Check One): [ X ] Form 10-K or 10-KSB   [   ] Form 20-F      [   ] Form 11-K
             [   ] Form 10-Q or 10-QSB   [   ] Form N-SAR     [   ] Form N-CSR

         For Period Ended:          DECEMBER 31, 2005
                          ------------------------------------------------------

[   ] Transition Report on Form 10-K      [   ]  Transition Report on Form 10-Q
      or 10-KSB                                  or 10-QSB
[   ] Transition Report on Form 20-F      [   ]  Transition Report on Form N-SAR
[   ] Transition Report on Form 11-K

         For the Transition Period Ended:
                                         ---------------------------------------

         Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.

         If the notification relates to a portion of the filing checked above,
identify the Item(s) to which notification relates:


                                     PART I.
                             REGISTRANT INFORMATION

Full name of registrant:          IMAGE TECHNOLOGY LABORATORIES, INC.
                        --------------------------------------------------------

Former name if applicable:
                          ------------------------------------------------------

Address of principal executive office (STREET AND NUMBER):  602 ENTERPRISE DRIVE
                                                          ----------------------

City, state and zip code:          KINGSTON, NEW YORK 12401
                         -------------------------------------------------------






                                    PART II.
                             RULE 12B-25 (B) AND (C)

         If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)

[X]      (a) The reasons described in reasonable detail in Part III of this form
         could not be eliminated without unreasonable effort or expense;

[X]      (b) The subject annual report, semi-annual report, transition report on
         Forms 10-K, 10-KSB, 20-F, 11-K, Form N-SAR or Form N-CSR, or portion
         thereof will be filed on or before the 15th calendar day following the
         prescribed due date; or the subject quarterly report or transition
         report on Form 10-Q or 10-QSB, or portion thereof, will be filed on or
         before the fifth calendar day following the prescribed due date; and

[  ]     (c)  The accountant's statement or other exhibit required by Rule
         12b-25(c) has been attached if applicable.


                                    PART III.
                                    NARRATIVE

         State below in reasonable detail the reasons why Forms 10-K, 10-KSB,
11-K, 20-F, 10-Q, 10-QSB, N-SAR or the transition report or portion thereof
could not be filed within the prescribed time period.

         We were not able to file our Annual Report on Form 10-KSB, for the
twelve-month period ended December 31, 2005, because our company changed
auditors (as reported in our Current Report on Form 8-K, dated March 3, 2006).
As a result of this change in auditors, our independent auditors were unable to
complete their review of our financial information and issue their report
thereon on a timely basis without unreasonable effort and expense. It is
anticipated that our Annual Report on Form 10-KSB, for the twelve-month period
ended December 31, 2005, will be filed on or before the 15th calendar day
following the prescribed due date.


                                    PART IV.
                                OTHER INFORMATION

         (1) Name and telephone number of person to contact in regard to this
notification

 LEWIS M. EDWARDS                     (845)                   338-3366
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  (Name)                            (Area Code)          (Telephone Number)

         (2) Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).


[X] Yes [ ] No


         (3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?

[ ] Yes [ X ] No






                       IMAGE TECHNOLOGY LABORATORIES, INC.
--------------------------------------------------------------------------------
                  (Name of Registrant as Specified in Charter)

Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.


Date:   MARCH 31, 2006                           By: /s/ LEWIS M. EDWARDS
      --------------------------------------        -----------------------
                                                 Name: Lewis M. Edwards
                                                 Title: Chairman and
                                                        Chief Technology Officer


                                    ATTENTION

        Intentional misstatements or omissions of fact constitute Federal
                   criminal violations (SEE 18 U.S.C. 1001).