SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000

                                       or

                   TRANSITION REPORT UNDER SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                           Commission file No. 0-12641

                              [ITECH LOGO OMITTED]
                        IMAGING TECHNOLOGIES CORPORATION
             (Exact name of registrant as specified in its charter)


               DELAWARE                                    33-0021693
    (State or other jurisdiction of                    (IRS Employer ID No.)
     incorporation or organization)

                             15175 INNOVATION DRIVE
                           SAN DIEGO, CALIFORNIA 92128
                    (Address of principal executive offices)

       Registrant's Telephone Number, Including Area Code: (858) 613-1300

Check whether the registrant  (1) has 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

The number of shares outstanding of the registrant's  common stock as of May 15,
2000, was 94,517,427.


<PAGE>

<TABLE>
<CAPTION>

                                                                                                       PAGE

PART I - FINANCIAL INFORMATION

         ITEM 1.  CONSOLIDATED FINANCIAL STATEMENTS
         Consolidated Balance Sheets
<S>           <C>
              March 31, 2000 (unaudited) and June 30, 1999 (audited)                                   2
         Consolidated Statements of Operations
              Three and nine months ended March 31, 2000 and 1999 (unaudited)                          3
         Consolidated Statements of Cash Flows

              Nine months ended March 31, 2000 and 1999 (unaudited)                                    4
         Notes to Consolidated Financial Statements.                                                   5

         ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                         CONDITION AND RESULTS OF OPERATIONS                                           6
         ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
                         MARKET RISK                                                                  14

PART II - OTHER INFORMATION

         ITEM 1.  LEGAL PROCEEDINGS                                                                   15
         ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS                                           15
         ITEM 3.  DEFAULTS UPON SENIOR SECURITIES                                                     15
         ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                 16
         ITEM 5.  OTHER INFORMATION                                                                   16
         ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                                                    16

SIGNATURES                                                                                            17
</TABLE>


<PAGE>

                IMAGING TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                        (in thousands, except share data)
                                   (unaudited)

                                     ASSETS
<TABLE>
<CAPTION>

                                                                                MARCH 31,        JUNE 30,
                                                                                  2000             1999
Current assets
<S>                                                                           <C>               <C>
    Cash                                                                      $      701        $       75
    Accounts receivable, net                                                         255             1,959
    Inventories                                                                       50               552
    Prepaid expenses and other                                                       231               577
                                                                              ----------          --------
        Total current assets                                                       1,237             3,163
Property and equipment, net                                                          615               986
Capitalized software, net                                                              -             2,851
Other                                                                                156               250
                                                                               ---------          --------
          Total Assets                                                         $   2,008          $  7,250
                                                                                ========           =======

                 LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

Current liabilities

    Borrowings under bank lines of credit                                      $   6,846         $   6,469
    Short-term debt                                                                2,501             5,010
    Accounts payable                                                               3,859             5,532
    Accrued expenses                                                               1,088             2,671
                                                                                --------          --------
        Total current liabilities                                                 14,294            19,682
Long-term debt, less current portion                                                   -                 -
                                                                             -----------       -----------
        Total liabilities                                                         14,294            19,682
                                                                               ---------           -------

Shareholders' equity (deficit)
    Series A preferred stock, $1,000 par value, 7,500 shares
        authorized, 420.5 shares issued and outstanding                              420               420
    Series D preferred stock, $1,000 par value, 1,200 shares
        authorized, none issued and outstanding                                        -             1,800
    Series E preferred stock, $1,000 par value, 1,250 shares
        authorized, none issued and outstanding                                        -             4,655
    Common stock, $0.005 par value, 100,000,000 shares authorized,
        94,417,012 shares issued and outstanding                                     472               110
    Paid-in capital                                                               55,376            39,804
    Shareholder loans                                                               (105)             (105)
    Accumulated deficit                                                          (68,449)          (59,116)
                                                                                --------         ---------
Total shareholders' equity (deficit)                                             (12,286)          (12,432)
                                                                                ---------        ----------
                                                                             $     2,008      $      7,250
                                                                               =========        ==========
</TABLE>

                 See notes to consolidated financial statements.

                                       2
<PAGE>




                IMAGING TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                        (in thousands, except share data)
                                   (unaudited)
<TABLE>
<CAPTION>

                                                     THREE MONTHS ENDED                   NINE MONTHS ENDED
                                                  MARCH 31,       MARCH 31,           MARCH 31,        MARCH 31,
                                                    2000            1999                2000             1999

Revenues
<S>                                                   <C>            <C>                  <C>             <C>
   Sales of products                                  $   260        $  3,230             $  1,261        $ 14,146
   Engineering fees                                       240             110                  265             505
   Licenses and royalties                                 221             320                  557             483
                                                    ---------       ---------            ---------      ----------
                                                          721           3,660                2,083          15,134
                                                    ---------       ---------            ---------      ----------
Costs and expenses

   Costs of products sold                                 225           2,504                1,822           9,860
   Selling, general, and administrative                   822           2,868                5,749          10,184
   Cost of engineering fees                               508             215                2,136           1,030
                                                    ---------       ---------            ---------      ----------
                                                        1,555           5,587                9,707          21,074
                                                    ---------       ---------            ---------      ----------
                                                         (834)         (1,927)              (7,624)         (5,940)

Income (loss) from operations
Other expense

   Interest, net                                         (150)           (368)                (329)           (911)
   Restructuring                                       (1,362)              -               (1,380)              -
                                                    ---------       ---------            ---------      ----------
                                                       (1,512)           (368)              (1,709)           (911)
                                                    ---------       ---------            ---------      ----------

Income (loss) before income taxes                      (2,346)         (2,295)              (9,333)         (6,851)
Income tax expense                                          -               -                    -             (14)
                                                    ---------       ---------            ---------      ----------
Net income (loss)                                 $    (2,346)     $   (2,295)          $   (9,333)   $     (6,865)
                                                    =========       =========            =========      ==========

Earnings (loss) per common share
   Basic                                             $   (.03)   $       (.13)        $       (.10)   $       (.12)
                                                    =========       =========            =========      ==========

   Diluted                                           $   (.03)   $       (.13)        $       (.10)   $       (.12)
                                                       =======    ============         ============    ============

Weighted average common shares                         90,807          55,556               90,807          58,686
Weighted average common shares -
   assuming dilution                                   90,807          55,556               90,807          58,686
</TABLE>


                 See notes to consolidated financial statements.


                                       3
<PAGE>


                IMAGING TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                    NINE MONTHS ENDED MARCH 31, 2000 AND 1999
                        (in thousands, except share data)
                                   (unaudited)
<TABLE>
<CAPTION>

                                                                                  MARCH 31,         MARCH 31,
                                                                                   2000               1999
<S>                                                                            <C>               <C>
Cash flows from operating activities
   Net income (loss)                                                           $  (9,333)        $  (6,865)
   Adjustments to reconcile net income (loss)
     to net cash from operating activities
Non-cash special charges
Depreciation and amortization                                                        371               579
     Amortization of capitalized software                                          2,851                 -
     Changes in operating assets and liabilities
       Accounts receivable                                                         1,704               285
       Inventories                                                                   502             3,391
       Prepaid expenses and other                                                    896              (587)
       Accounts payable and accrued expenses                                      (3,713)           (2,160)
                                                                                 -------          --------
         Net cash from operating activities                                       (6,722)           (5,357)
                                                                                 -------          --------

Cash flows from investing activities
   Capitalized software                                                                -            (2,901)
   Capital expenditures                                                                -               (71)
                                                                             -----------        ----------
         Net cash from investing activities                                            -            (2,972)
                                                                             -----------           -------

Cash flows from financing activities
   Net borrowings under bank lines of credit                                         377              (601)
   Net borrowings under short-term notes payable                                       -             2,642
   Net proceeds from issuance of common stock                                      6,971             2,034
   Net proceeds from issuance of preferred stock                                       -             3,506
   Redemption of preferred stock                                                       -            (2,228)
   Issuance of long term debt                                                          -               675
   Repayment of long-term debt                                                         -              (354)
                                                                             -----------          --------
         Net cash from financing activities                                        7,348             5,674
                                                                                --------           -------

Net increase (decrease) in cash                                                      626            (2,655)
Cash, beginning of period                                                             75             3,023
                                                                              ----------           -------
Cash, end of period                                                          $       701       $       368
                                                                               =========          ========
</TABLE>



                 See notes to consolidated financial statements.


                                       4
<PAGE>


                IMAGING TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        (in thousands, except share data)
                                   (unaudited)

NOTE 1.  BASIS OF PRESENTATION

The  accompanying  unaudited  consolidated  condensed  financial  statements  of
Imaging Technologies Corporation and Subsidiaries (the "Company" or "ITEC") have
been prepared  pursuant to the rules of the Securities  and Exchange  Commission
(the  "SEC") for  quarterly  reports on Form 10-Q and do not  include all of the
information  and note  disclosures  required by  generally  accepted  accounting
principles.  These financial  statements and notes herein are unaudited,  but in
the opinion of  management,  include  all the  adjustments  (consisting  only of
normal recurring adjustments) necessary for a fair presentation of the Company's
financial  position,  results  of  operations,  and cash  flows for the  periods
presented.  These financial  statements  should be read in conjunction  with the
Company's  audited  financial  statements  and notes thereto for the years ended
June 30, 1999,  1998,  and 1997 included in the Company's  annual report on Form
10-K  filed  with  the  SEC.  Interim  operating  results  are  not  necessarily
indicative of operating  results for any future  interim  period or for the full
year.

NOTE 2.  GOING CONCERN CONSIDERATIONS

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going  concern.  At March 31, 2000, and for the three
months then ended, the Company had a net loss,  negative working capital,  and a
decline in net worth which raise substantial doubt about its ability to continue
as a going  concern.  The  Company's  losses  have  resulted  primarily  from an
inability  to  achieve  product  sales  and  contract  revenue  targets  due  to
insufficient working capital.  ITEC's ability to continue operations will depend
on positive  cash flow,  if any,  from future  operations  and on the  Company's
ability to raise additional funds through equity or debt financing.  The Company
has cut back and/or  discontinued some of its operations and, if it is unable to
raise or obtain  needed  funding,  the  Company  may be  forced  to  discontinue
operations  generally.  On August 20, 1999, at the request of Imperial Bank, the
primary lender to the Company,  the Court appointed an operational  receiver for
the Company.  On August 23, 1999, the  operational  receiver took control of the
day-to-day  operations of the Company.  To date, through further equity infusion
into the Company,  primarily in the form of the exercise of warrants to purchase
the common stock of the Company,  operations have continued.  Without additional
funding  sufficient  to satisfy  Imperial  Bank and the other  creditors  of the
Company,  as well as providing working capital for the Company,  there can be no
assurances that such operations can continue.  The Company continues to actively
work with entities  capable of providing such funding.  Management has continued
to  implement  its  restructuring   plan  including   reductions  of  personnel,
consolidation of facilities,  disposal of  subsidiaries,  and the elimination of
product  lines.  The financial  statements do not include any  adjustments  that
might result from the outcome of this uncertainty.

NOTE 3.  EARNINGS (LOSS) PER COMMON SHARE

Basic earnings  (loss) per common share ("Basic EPS")  excludes  dilution and is
computed by dividing net income  (loss)  available to common  shareholders  (the
"numerator") by the weighted  average number of common shares  outstanding  (the
"denominator")  during the  period.  Diluted  earnings  (loss) per common  share
("Diluted  EPS") is similar  to the  computation  of Basic EPS  except  that the
denominator is increased to include the number of additional  common shares that
would have been  outstanding  if the dilutive  potential  common shares had been
issued. In addition, in computing the dilutive effect of convertible securities,
the  numerator  is  adjusted  to add  back  the  after-tax  amount  of  interest
recognized in the period  associated with any convertible  debt. The computation
of Diluted EPS does not assume  exercise or conversion of securities  that would
have an anti-dilutive  effect on net earnings (loss) per share. The following is
a reconciliation of Basic EPS to Diluted EPS:



                                       5
<PAGE>

<TABLE>
<CAPTION>

                                                           EARNINGS (LOSS)        SHARES           PER-SHARE
                                                             (NUMERATOR)       (DENOMINATOR)        AMOUNT

MARCH 31, 2000
<S>                                                          <C>                  <C>             <C>
   Net loss                                                  $   (9,333)
     Preferred dividends                                           (625)
                                                               --------
   Basic and diluted EPS                                     $   (9,958)          90,807          $  (0.10)
                                                               =========        ========             ======
</TABLE>

NOTE 4.  INVENTORIES
<TABLE>
<CAPTION>

                                                                                MARCH 31,      DECEMBER 31,
                                                                                  2000             1999
     Inventories
<S>                                                                          <C>                 <C>
         Materials and supplies                                              $         5         $       5
         Finished goods                                                               45                52
                                                                                --------             -----
                                                                              $       50          $     57
                                                                                ========             =====
</TABLE>



NOTE 5. BANK LINES OF CREDIT

The Company is in default under its credit  agreements  with Imperial  Bank. The
bank is demanding immediate payment of all outstanding loan balances,  including
the term loan which has been  reclassified  as a current  liability.  Borrowings
bear  interest  at the  bank's  prime  interest  rate plus 0.75% plus 5% penalty
default  interest  and are  collateralized  by  substantially  all assets of the
Company.

The Company is in default on its long-term debt  obligations  and,  accordingly,
all outstanding balances have been classified as current obligations.

ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
           AND RESULTS OF OPERATIONS

         The following  discussion  and analysis  should be read in  conjunction
with the consolidated financial statements and notes thereto appearing elsewhere
in this Quarterly Report on Form 10-Q. The discussion of the Company's  business
contained in this Quarterly Report on Form 10-Q may contain certain projections,
estimates and other  forward-looking  statements  that involve a number of risks
and uncertainties, including those discussed below at "Risks and Uncertainties."
While  this  outlook  represents  management's  current  judgment  on the future
direction  of the  business,  such risks and  uncertainties  could cause  actual
results to differ  materially from any future  performance  suggested below. The
Company  undertakes  no  obligation  to  release  publicly  the  results  of any
revisions to these forward-looking statements to reflect events or circumstances
arising after the date hereof.

OVERVIEW

         Imaging   Technologies   Corporation   develops,    manufactures,   and
distributes high-quality digital imaging solutions. The Company produces printer
and imaging products for use in graphics and publishing, digital photography and
other niche business and technical markets.  Beginning with a core technology in
the  design  and  development  of  controllers   for  non-impact   printers  and
multifunction  peripherals,  the Company has expanded  its product  offerings to
include  monochrome and color  printers,  external print servers,  digital image
storage devices, and software to improve the accuracy of color reproduction.

                                       6
<PAGE>

         The Company's  business  continues to be in a significant  transitional
phase and there are important short-term  operational and liquidity  challenges.
Accordingly,   quarter-to-quarter   financial  comparisons  may  be  of  limited
usefulness now and for the next several quarters due to these important  changes
in the Company's business.

         Historically,  a portion  of the  Company's  income  was  derived  from
non-recurring engineering fees and royalty income from a relatively small number
of original equipment  manufacturing  ("OEM")  customers.  Over the past several
years,  the  Company  has  experienced  shortfalls  in  income  as a  result  of
engineering  contracts  with OEM  manufacturers  for  products  that were  never
completed by the OEM, were never  introduced into the market and shipped or were
canceled by the customer before ITEC completed the  deliverables  portion of the
contract.  Failure  of these  OEMs to  achieve  significant  sales  of  products
incorporating the Company's technology and fluctuations in the timing and volume
of such sales had a materially adverse effect on the Company.

         The  Company's  current  strategy is to continue to focus on rebuilding
its OEM business and develop,  commercialize  and  distribute its own technology
products.  The Company  intends to continue to develop its target markets and to
pursue clearly defined commercial market  opportunities in order to leverage its
core technologies.

         To successfully execute its current strategy,  the Company will need to
improve its working capital  position.  The report of the Company's  independent
auditors  accompanying the Company's June 30, 1999 financial statements includes
an  explanatory  paragraph  indicating  there is a  substantial  doubt about the
Company's ability to continue as a going concern, due primarily to the decreases
in the Company's  working  capital and net worth. At March 31, 2000, and for the
three months then ended,  the Company had a net loss,  negative working capital,
and a decline in net worth which continue to raise  substantial  doubt about its
ability to continue as a going concern.

         The Company needs to raise additional funds to operate its business and
has been actively pursuing solutions to its liquidity difficulties. There can be
no assurance,  however, that the Company will be able to complete any additional
debt or  equity  financing  on  favorable  terms  or at all,  or that  any  such
financings,  if  completed,  will be  adequate  to meet  the  Company's  capital
requirements.  Any additional equity or convertible debt financings could result
in substantial dilution to the Company's stockholders. If adequate funds are not
available,  the Company will be required to delay,  reduce or eliminate  some or
all of its  planned  activities.  The  Company's  inability  to fund its capital
requirements would have a material adverse effect on the Company. See "Liquidity
and Capital Resources" and "Risks and Uncertainties -- Future Capital Needs."

RESULTS OF OPERATIONS

NET REVENUES

         Revenues  were $721  thousand and $3.7  million for the quarters  ended
March 31, 2000 and 1999,  respectively.  Sales of product were $260 thousand and
$3.2 million for the quarters ended March 31, 2000 and 1999,  respectively.  For
the nine  months  ended  March 31,  2000  sales of  product  were $ 1.3  million
compared to $14.1 million for the nine months ended March 31, 1999. The decrease
in product  sales from 1999 to 2000 was due to an overall  decrease in the sales
activities of the Company due to insufficient  inventories and working  capital.
The Company's  lack of  sufficient  working  capital has had a negative  adverse
effect on printer product sales in particular,  and overall revenues in general.
Engineering  fees were $240  thousand and $110  thousand for the quarters  ended
March 31, 2000 and 1999, respectively.  For the nine months ended March 31, 2000
engineering  fees were $265  thousand  compared  to $505  thousand  for the nine
months ended March 31, 1999. The decrease in 2000 compared to 1999 was primarily
the result of the  Company's  change in strategic  direction,  focusing  more on
internal  product  development  and  sales  and less on  engineering  for  third
parties.  License fees and  royalties  were $221  thousand for the quarter ended
March 31, 2000  compared to $320  thousand in license fees and  royalties in the
third  quarter of fiscal 1999.  For the nine months ended March 31, 2000 license
fees and  royalties  were $557  thousand  compared to $483 thousand for the nine
months ended March 31, 1999.  Royalties and licensing  fees vary from quarter to
quarter and are dependent on the sales of products  sold by OEM customers  using
ITEC technologies.

COST OF PRODUCTS SOLD

         Cost of products  sold were $225  thousand or 87% of product

                                       7
<PAGE>

sales and $2.5 million or 78% of product sales for the quarters  ended March 31,
2000 and 1999,  respectively.  For the nine months  ended March 31, 2000 cost of
products  sold were $1.8  million  or 144% of  product  sales  compared  to $9.9
million or 70% of product  sales for the nine months ended March 31,  1999.  The
large  percentages  of cost of  goods  sold in both  2000 and 1999 is due to the
liquidation  sale of  inventories  substantially  below cost as  mandated by the
court-appointed  operational receiver. (See Note 2 to the Consolidated Financial
Statements.)

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

         Selling,  general,  and administrative  expenses were $822 thousand and
$2.9 million for the quarters ended March 31, 2000 and 1999,  respectively.  For
the nine months  ended  March 31,  2000  selling,  general,  and  administrative
expenses  were $5.8 million  compared to $10.2 million for the nine months ended
March 31, 1999.  Selling,  general,  and administrative  expenses have consisted
primarily  of   court-appointed   operational   receiver  costs,   salaries  and
commissions  of sales and  marketing  personnel,  salaries and related costs for
general  corporate  functions,  including  finance,  accounting,  facilities and
legal,   advertising  and  other  marketing  related  expenses,   and  fees  for
professional   services.   The  Company  reduced  its  selling,   general,   and
administrative  expenses  $2.0  million or 71% for the three month  period ended
March  31,  2000  from  the  year  earlier   period.   Selling,   general,   and
administrative expenses for the nine month period ended March 31, 2000 were $5.7
million as compared to $10.2  million in the year earlier nine month  period,  a
reduction  of  $4.4  million  or 44%.  The  decrease  in  selling,  general  and
administrative  has been due  primarily to an ongoing lack of operating  capital
and the liquidation of inventories by the court-appointed  operational receiver.
(Also see Note 2 to the Consolidated Financial Statements.)

COST OF ENGINEERING

         Engineering costs were $508 thousand and $215 thousand for the quarters
ended March 31, 2000 and March 31, 1999, respectively. For the nine months ended
March 31, 2000 engineering  costs were $2.1 million compared to $1.0 million for
the nine months ended March 31, 1999. In the previous  fiscal year,  the Company
had reduced its engineering and licensing activities; and engineering costs were
re-directed toward the development of the Company's branded products,  including
printers and  associated  digital  imaging  products.  New  products  from these
activities  had been  expected to begin being  shipped to  customers  during the
current  fiscal  year.  However,  due to the  lack of  working  capital  and the
associated  restrictions on the Company's sales and marketing activities (Note 2
to the Consolidated Financial  Statements),  such product introductions have not
been  realized.  During  fiscal  2000,  the Company has  increased  its focus on
engineering  in order to stimulate  revenues  from  license fees and  royalties,
which are not dependent upon inventories.

LIQUIDITY AND CAPITAL RESOURCES

         Historically, the Company has financed its operations primarily through
cash  generated from  operations,  debt  financing,  and from the sale of equity
securities.

         On August 20, 1999, at the request of Imperial Bank, the primary lender
to the Company,  the Court appointed an operational receiver for the Company. On
August 23,  1999,  the  operational  receiver  took  control  of the  day-to-day
operations of the Company.  To date,  through  further equity  infusion into the
Company,  primarily  in the form of the  exercise of  warrants  to purchase  the
common stock of the  Company,  operations  have  continued.  Without  additional
funding in the near future,  sufficient  to satisfy  Imperial Bank and the other
creditors of the Company,  as well as providing working capital for the Company,
the Company will cease to operate.  The Company  continues to actively work with
entities capable of providing such funding.

         As of March 31, 2000, the Company had negative working capital of $13.1
million as  compared to negative  working  capital of $16.5  million at June 30,
1999. The $3.4 million increase in working capital is due primarily to increases
in paid-in capital,  which has been the Company's  principal source of liquidity
during fiscal 2000.

         During the three month period ended March 31, 2000,  the Company  wrote
down $2.9 million in capitalized software.  Management took this step due to the
Company's inability to provide the necessary resources to release,  manufacture,
and market the associated products.


                                       8
<PAGE>


         Net cash used in operating  activities increased to $6.7 million during
the nine  month  period  ended  March 31,  2000,  from $5.4  million  during the
year-earlier period, due primarily to an increase in the Company's net loss.

         Net cash used in investing  activities  were zero during the nine month
period ended March 31, 2000, from $3.0 million during the  year-earlier  period.
The  decrease  was  due  primarily  to  the  absence  of  any  prepaid  license,
capitalized software, or capital expenditures in the period.

         Net cash from financing activities increased to $7.3 million during the
nine  month  period  ended  March  31,  2000,   from  $5.7  million  during  the
year-earlier  period.  The  increase  was due to  primarily  to an  increase  in
proceeds  from the issuance of common stock to $7.0 million from $2.0 million in
the year-earlier period.

         The Company has no material commitments for capital  expenditures.  The
Company's 5%  convertible  preferred  stock (which ranks prior to the  Company's
common stock), carries cumulative dividends,  when and as declared, at an annual
rate of $50.00 per share.  The aggregate  amount of such dividends in arrears at
March 31, 2000, was approximately $625 thousand.

         The  Company's  capital   requirements   depend  on  numerous  factors,
including market acceptance of the Company's products,  the scope and success of
the Company's product development  efforts, the resources the Company devotes to
marketing  and  selling  its  products,  and other  factors.  The  report of the
Company's   independent  auditors  accompanying  the  Company's  June  30,  1999
financial  statements  includes an explanatory  paragraph  indicating there is a
substantial  doubt about the Company's  ability to continue as a going  concern,
due primarily to the decreases in the Company's  working  capital and net worth.
(Also see Note 2 to the Consolidate Financial Statements.)

RISKS AND UNCERTAINTIES

FUTURE CAPITAL NEEDS

         There  can  be no  assurance  with  respect  to  the  Company's  future
profitability or revenue growth. Losses may occur on a quarterly or annual basis
for  a  number  of  reasons  outside  the  Company's  control.   See  "Potential
Fluctuation in Quarterly Performance." The growth of the Company's business will
require  the  commitment  of  substantial  capital  resources.  If funds are not
available from operations,  the Company will need additional  funds. The Company
may seek such additional funding through public and private financing, including
debt or equity  financing.  Adequate funds for these  purposes,  whether through
financial markets or from other sources, may not be available when needed or, if
available,  not on terms  acceptable  to the  Company.  Insufficient  funds  may
require the  Company to delay,  reduce or  eliminate  some or all of its planned
activities.

          ITEC's  ability to continue  operations  will depend on positive  cash
flow,  if any,  from future  operations  and on the  Company's  ability to raise
additional funds through equity or debt financing. The Company could be required
to cut  back or stop  operations  if it is  unable  to raise  or  obtain  needed
funding.

         As  of  March  31,  2000,  the  Company  had   accumulated   losses  of
approximately $68.2 million.  Management anticipates incurring additional losses
until the  Company can  successfully  market and  distribute  its  products  and
develop new  technologies  and  commercially  viable future  products.  If it is
unable to do so,  ITEC will  continue  to have  losses  and might not be able to
continue operations.

         The report of the Company's independent accountants on the consolidated
financial statements contains an explanatory  paragraph regarding ITEC's ability
to  continue  as an  ongoing  business.  The  independent  accountants  cited  a
significant decline in working capital and net worth that has raised substantial
doubt as to the Company's ability to continue as an ongoing business. The "going
concern"  qualification  may reduce the  Company's  ability to obtain  necessary
financing in the future to run its business.


                                       9
<PAGE>


APPOINTMENT OF OPERATIONAL RECEIVER

         On August 20, 1999, at the request of Imperial Bank, the primary lender
to the Company,  the Superior Court, San Diego appointed an operational receiver
for the Company.  On August 23, 1999, the  operational  receiver took control of
the  day-to-day  operations  of the Company.  To date,  through  further  equity
infusion into the Company,  primarily in the form of the exercise of warrants to
purchase the common stock of the Company,  operations  have  continued.  Without
additional  funding in the near future,  sufficient to satisfy Imperial Bank and
the other creditors of the Company, as well as providing working capital for the
Company,  the Company will cease to operate.  The Company  continues to actively
work with entities  capable of providing  such  funding.  If such funding is not
obtained, the Company will need to reduce, suspend, or cease operations.

FLUCTUATION OF QUARTERLY PERFORMANCE

         The Company's  quarterly  operating results tend to fluctuate depending
on a number of factors.  These include: (1) the timing of product  announcements
and  introductions  of  products  by  the  Company  and  its  competitors;   (2)
availability  and cost of  components;  (3) timing of shipments of the Company's
products;   (4)  product  mix;  (5)  market  acceptance  of  new  products;  (6)
seasonality; (7) currency fluctuations; (8) changes in prices by the Company and
its competitors;  and (9) price protection for selling price reductions  offered
to distributors and OEM customers.  Accordingly,  the timing of expenditures for
staffing  and  related  support  costs,  advertising,   trade  show  attendance,
promotion,  research  and  development  expenditures,  and,  changes  in general
economic conditions impact quarterly performance. Any one of these factors could
have a material adverse effect on the Company's results of operations.

         The Company may experience  significant quarterly fluctuations in total
revenues  as well as  operating  expenses  with  respect to future  new  product
introductions.  In addition, the Company's component purchases,  production, and
spending  levels are based upon  forecast  demand  for the  Company's  products.
Accordingly,  any inaccuracy in forecasting could adversely affect the Company's
financial condition and results of operations. Demand for the Company's products
could be  adversely  affected by a slowdown in the overall  demand for  computer
systems, printer products, or digitally printed images. The Company's failure to
complete  shipments during a quarter could have a material adverse effect on the
Company's  results of  operations  for that quarter.  Quarterly  results are not
necessarily indicative of future performance for any particular period.

COMPETITIVE INDUSTRY

         The markets for the Company's  products are highly competitive and tend
to change rapidly.  Some of the Company's  current and  prospective  competitors
have  significantly  greater financial,  technical,  manufacturing and marketing
resources  than the  Company.  The  Company's  ability to compete in its markets
depends on a number of factors  within and outside its  control,  including  the
success and timing of product  introductions by the Company and its competitors,
selling prices,  product performance,  product distribution,  marketing ability,
and  customer  support.  A key element of the  Company's  strategy is to provide
competitively  priced,  quality  products.  There can be no  assurance  that the
Company's  products will continue to be  competitively  priced.  The Company has
reduced  prices on certain of its products in the past and will likely  continue
to do so in the future. Price reductions, if not offset by similar reductions in
product costs,  will affect gross margins and may adversely affect the Company's
financial condition and results of operations.

         The  success of the  Company  will  depend on its ability to market its
products,  including digital printers and hardware and software products used in
digital imaging,  and to rapidly introduce and market additional  products.  The
Company  does not have  control  over the demand for digital  imaging  products,
including the  preferences of users and the capability of personal  computers to
run the Company's digital imaging software and hardware products and to use ITEC
printers.  There can be no assurance that the products introduced by the Company
will achieve  acceptance,  or that other digital imaging products companies will
not develop and market  products  which  render ITEC  products  obsolete or less
competitive. Failure to obtain significant customer satisfaction or market share
for ITEC  products  will  significantly  and  negatively  affect  the  Company's
revenues. Also see "Short Product Lives and Technological Change."

                                       10
<PAGE>

SHORT PRODUCT LIVES AND TECHNOLOGICAL CHANGE

         The markets for the  Company's  products are  characterized  by rapidly
evolving technology,  frequent new product introductions,  and significant price
competition.  Consequently,  short  product life cycles and  reductions  in unit
selling  prices  due to  competitive  pressures  over the life of a product  are
common.  The Company's  future success will depend on its ability to continue to
develop and manufacture competitive products and achieve cost reductions for its
existing products.

         In addition,  the Company  monitors  new  technology  developments  and
coordinates  with  suppliers,  distributors  and  dealers  to  enhance  existing
products  and  lower  costs.  Advances  in  technology  will  require  increased
investment to maintain the Company's  market position.  The Company's  financial
condition and results of operations  could be adversely  affected if the Company
is unable to develop  and  manufacture  new,  competitive  products  in a timely
manner.

DEVELOPING MARKETS AND APPLICATIONS

         The markets for the Company's products are relatively new and are still
developing.  The Company believes that there has been growing market  acceptance
for color  printers  and  related  technologies  and  supplies.  There can be no
assurance,  however, that such markets will continue to grow. Other technologies
are constantly  evolving and improving.  There can be no assurance that products
based on these other technologies will not have a material adverse effect on the
demand for the Company's products.

         The  success  of  ITEC  products  in the  marketplace  depends  on many
factors, including product performance,  price, ease of use, support of industry
standards,  and customer support and service. There can be no assurance that the
Company will be able to compete  successfully  given these factors.  Competitors
may  develop  products  comparable  or  superior to those of the Company and may
adapt more quickly than ITEC to new technologies,  evolving industry trends, and
customer  requirements.  Therefore,  the Company may have to spend more money to
effectively   compete  for  market   share,   including   funds  to  expand  its
infrastructure,  which is a capital- and time-intensive process. In addition, if
other companies aggressively compete against ITEC, the Company may have to spend
more  money  on  advertising,   promotion,  trade  shows,  product  development,
marketing and overhead expenses,  hiring and retaining personnel, and developing
new technologies. These higher expenses may have a negative effect on net income
and profits.

The  development  of  sophisticated  digital  imaging  products is a lengthy and
intensive  process and is subject to  unforeseen  risks,  delays,  problems  and
costs. Unanticipated technical or other problems may occur which would result in
delays in our  development  program.  If we fail to complete  development of new
products or enhance  existing  products,  we could suffer  complete  loss of the
funds  committed by us to those  products or  enhancements.  The losses could be
substantial.

DEPENDENCE UPON SUPPLIERS

         At present, many of the Company's products use technology licensed from
outside suppliers.  The Company relies heavily on Adobe for upgrades and support
of the  PostScript  language.  In the case of its  font  products,  the  Company
licenses such fonts from outside  suppliers,  including  Adobe, who also own the
intellectual  property  rights  to  such  fonts.  The  reliance  on  third-party
suppliers  involves risk,  including limited control over potential hardware and
software  incompatibilities  with  the  Company's  products.  There  can  be  no
assurance  that all of the  suppliers  of products  marketed by the Company will
continue to license their  products to the Company  indefinitely,  or that these
suppliers will not license to other companies simultaneously.

         While most  components  are available  locally from  multiple  vendors,
certain components used in the Company's products are only available from single
sources.   Although  alternate   suppliers  are  available  for  many  of  these
components,  the process of qualifying replacement suppliers,  replacing tooling
or ordering and receiving  replacement some components could take several months
and cause substantial  disruption to the Company's  operations.  Any significant
increase in component prices or decrease in component  availability could have a
material adverse effect on the Company.

                                       11
<PAGE>

DEPENDENCE ON KEY PERSONNEL

         The success of the  Company is  dependent,  in part,  on its ability to
attract and retain qualified management and technical personnel. Competition for
such personnel is intense, and the inability to attract additional key employees
or the loss of one or more key  employees  could  adversely  affect the Company.
There can be no assurance that the Company will retain its key personnel.

POTENTIAL CHALLENGE TO PRODUCTS OR INTELLECTUAL PROPERTY RIGHTS

         The Company's software products,  hardware designs, and circuit layouts
are copyrighted.  However, copyright protection does not prevent other companies
from  emulating the features and benefits  provided by the  Company's  software,
hardware  designs  or the  integration  of the two.  The  Company  protects  its
software source code as trade secrets and makes its Company  proprietary  source
code  available to OEM customers only under limited  circumstances  and specific
security and confidentiality  constraints. In many product hardware designs, the
Company  develops  ASICs,  which  encapsulate  proprietary  technology  and  are
installed on the circuit board. This can serve to significantly  reduce the risk
of  duplication  by  competitors,  but in no way  ensures the  complete  lack of
potential  for a  competitor  to replicate a feature or the benefit in a similar
product.  The Company  currently holds no patents.  Because computer and printer
imaging technology is such a rapidly changing business environment,  the Company
believes the effectiveness of patents,  trade secrets,  and copyright protection
are less important in  influencing  long term success than the experience of the
Company's technical team, contractual  relationships,  and a continuous focus on
technical advancement.

         The Company has  obtained  U.S.  registration  for several of its trade
names or trademarks, including PCPI, NewGen, ColorBlind, LaserImage, ColorImage,
ImageScript,  ImageFont, and ImageNet. These trade names are used to distinguish
the  Company's  products  in  the  marketplace.  Pending  trademarks  for  which
registration  is  currently  being  sought  include  NewGen,  Xtinguisher,   and
DealSeekers.

         From  time-to-time,  certain  competitors  have asserted  patent rights
relevant to the Company's business. The Company expects that this will continue.
The Company carefully evaluates each assertion relating to its products.  If the
Company is not  successful in  establishing  that asserted  rights have not been
violated,  the Company  could be  prohibited  from  marketing  the products that
incorporate such technology.  The Company could also incur  substantial costs to
redesign its  products or to defend any legal action taken  against the Company.
If the  Company's  products  should be found to infringe  upon the  intellectual
property  rights  of  others,   the  Company  could  be  enjoined  from  further
infringement and be liable for any damages.  The Company relies on a combination
of  trade  secret,   copyright  and  trademark   protection  and  non-disclosure
agreements  to  protect  its  proprietary  rights.  There  can be no  assurance,
however,  that the  measures  adopted by the Company for the  protection  of its
intellectual  property  will be adequate to protect its  interests,  or that the
Company's  competitors  will not  independently  develop  technologies  that are
substantially equivalent or superior to the Company's technologies.

DEPENDENCE ON EXPORT SALES

         The Company  intends to pursue  international  markets for growth.  The
Company  expects  export  sales to continue to represent a portion of its sales.
International  sales and  operations are subject to risks such as the imposition
of  governmental  controls,  export license  requirements,  restrictions  on the
export  of  critical  technology,  currency  exchange  fluctuations,   political
instability,  trade restrictions,  changes in tariffs,  difficulties in staffing
and managing international  operations,  and collecting accounts receivable.  In
addition,  the laws of certain  countries do not protect the Company's  products
and intellectual property rights to the same extent as do the laws of the United
States. As the Company continues to expand its international business, there can
be no  assurance  that  these  factors  will not have an  adverse  effect on the
Company.

RELIANCE UPON INDIRECT, INDEPENDENT DISTRIBUTION CHANNELS

         ITEC products are marketed and sold through  established  relationships
with OEM's, distributors, value-added resellers, manufacturers' representatives,
retail vendors,  and systems  integrators.  The Company has a network of dealers
and distributors in the United States,  Canada,  and Europe.  Additionally,  the
Company  has a number of

                                       12
<PAGE>

resellers in Africa, Asia, the Middle East, Latin America, and Australia,  which
we support through centralized manufacturing, distribution and repair operations
in San Diego and London.  The sales of the  Company's  products are  principally
made  through   distributors  who  may  carry  competing  product  lines.  These
distributors  could reduce or discontinue  sales of ITEC products,  and they may
not devote the  resources  necessary to provide  effective  sales and  marketing
support,  which could  materially and adversely  affect the Company's sales. The
Company  believes  that its future growth and success will continue to depend in
large part upon its distribution channels.

         The Company is dependent  upon the  continued  viability  and financial
stability  of its  distributors,  many of which  are  small  organizations  with
limited capital who are substantially  dependent on general economic  conditions
and specific factors affecting digital imaging markets. ITEC's business could be
materially  adversely  affected if its  distributors  fail to pay amounts to the
Company  that  exceed  reserves  that  have  been  established.  To  expand  its
distribution channels, the Company has entered into select OEM arrangements that
allow it to address  specific market  segments or geographic  areas. In order to
prevent inventory write-downs,  to the extent that OEM customers do not purchase
products as  anticipated  the Company may need to convert such  products to make
them salable to other customers.

VOLATILITY OF STOCK PRICE

         The  market  price  of the  Company's  Common  Stock  has  historically
fluctuated  significantly.  The Company  believes that a number of factors could
cause further  significant  fluctuations  in the price of the  Company's  Common
Stock. These factors include: (1) general stock market trends; (2) announcements
of  developments  related to the Company's  business;  (3)  fluctuations  in the
Company's  operating results;  (4) general conditions in the computer peripheral
market and the markets served by the Company or in the worldwide economy;  (5) a
shortfall in revenue or earnings from  securities  analysts'  expectations;  (6)
announcements  of  technological  innovations or new products or enhancements by
the  Company  or  its   competitors;   (7)  developments  in  patents  or  other
intellectual   property   rights;   and  (8)   developments   in  the  Company's
relationships with its customers and suppliers.

         In recent years, the stock market in general, and the market for shares
of technology stocks in particular, have experienced extreme price fluctuations,
which  have  often been  unrelated  to the  operating  performance  of  affected
companies.  There can be no  assurance  that the market  price of the  Company's
Common Stock will not experience significant  fluctuations that are unrelated to
the Company's operating performance.

DILUTION OF STOCKHOLDER INTERESTS

         The issuance of the Company's  reserved  shares would dilute the equity
interest of existing stockholders and could have a significant adverse effect on
the market price of ITEC common stock.

         The Company may seek  additional  financing,  which would result in the
issuance of  additional  shares of our capital  stock  and/or  rights to acquire
additional  shares of the  Company's  capital  stock.  Additional  issuances  of
capital  stock would result in a reduction of current  shareholders'  percentage
interest in the Company.

         The addition of a substantial number of shares of common stock into the
market  or by  the  registration  of  any  other  of our  securities  under  the
Securities Act may  significantly  and negatively  affect the prevailing  market
price for the  Company's  common stock.  Furthermore,  future sales of shares of
common stock issuable upon the exercise of outstanding  warrants and options may
have a  depressive  effect on the  market  price of the common  stock,  as these
warrants  and options  would be more likely to be  exercised  at a time when the
price of the common stock is in excess of the applicable exercise price.

         The sale or issuance of any shares of  preferred  stock  having  rights
superior  to those of the common  stock may result in a decrease in the value or
market price of the common stock. The issuance of preferred stock could have the
effect of  delaying,  deferring  or  preventing  a change of  ownership  without
further vote or action by the  stockholders  and may adversely affect the voting
and other rights of the holders of common stock.

                                       13
<PAGE>

         The Company's board of directors currently is authorized to issue up to
100,000  shares of preferred  stock.  The board has the power to  establish  the
dividend  rates,  preferential  payments  on  our  liquidation,  voting  rights,
redemption  and  conversion  terms and  privileges  for any series of  preferred
stock.

LIQUIDITY OF COMMON STOCK

         The  Company   currently   does  not  meet  the   listing   maintenance
requirements of the Nasdaq  SmallCap(TM) Market and Nasdaq rules, which include,
among  other  things,  a minimum  bid price for our common  stock of $1.00.  The
Company's  shares of Common  Stock  were  de-listed  from  trading on the Nasdaq
SmallCap  Market in March 2000.  The Company has  appealed  the  de-listing  and
Nasdaq is in the  process of  reviewing  the  de-listing.  However,  the Company
cannot be sure that Nasdaq will grant its appeal.  The result of the  de-listing
of the Company's  stock from the Nasdaq  SmallCap  Market may continue to have a
negative  effect  on the  liquidity  of the  stock  and  also  may  make it more
difficult for the Company to raise capital in the future.

         The Company's  common stock is currently  listed on the NASD Electronic
Bulletin  Board.  The Company's  common stock is covered by Rule 15g-9 under the
Securities  Exchange Act of 1934. Under this rule,  broker/dealers who recommend
these  securities to persons  other than  established  customers and  accredited
investors  must  make  a  special  written  suitability  determination  for  the
purchaser and receive the purchaser's  written  agreement to a transaction prior
to sale.  Securities  are exempt from this rule if the market  price is at least
$5.00 per share.

ABSENCE OF DIVIDENDS

         No cash dividends have been paid on the Company's  Common Stock to date
and the Company does not  anticipate  paying cash  dividends in the  foreseeable
future.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         None.




                                       14
<PAGE>


PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         On or about February 2, 1999, American  Industries,  Inc., Ellison Carl
Morgan and entities related to Ellison Carl Morgan (the "Plaintiffs") served the
Company and certain  officers and  directors  of the Company (the  "Defendants")
with a lawsuit  filed in the Circuit Court of the State of Oregon for the County
of Multnomah,  alleging that the Defendants  violated certain Oregon  Securities
Laws in connection with the Plaintiffs' investments in the Company, breached the
contracts  with the  Plaintiffs  and  committed  fraud in  connection  with such
contracts.  On or about February 22, 1999, the Plaintiffs served Defendants with
an Amended  Complaint seeking  approximately  $1.3 million for added allegations
regarding  alleged  breaches of  agreements  between  the  Company and  American
Industries  providing the Company with letters of credit.  On or about September
1, 1999  American  Industries  obtained  a  judgment  on the  issues in the case
relating  to the  letters of credit.  On May 5,  2000,  the jury in a  Portland,
Oregon  trial  returned a verdict in favor of the Company and Brian  Bonar,  the
only remaining individual  defendant,  on all issues other than those related to
the letters of credit discussed above.

         On or about July 9, 1999,  Imperial Bank (the  "Plaintiff")  served the
Company and its various  operating  units with a lawsuit  filed in the  Superior
Court of the State of California for the County of San Diego, alleging breach of
credit  agreements  and  seeking   foreclosure  of  personal  property  security
interest,  appointment of a receiver,  and injunctive  relief. At the same time,
the  Plaintiff  filed a  motion  asking  the  Court  for the  appointment  of an
operational  receiver.  On August 20, 1999,  the Court  granted the  Plaintiff's
request and, on August 23, 1999, an operational  receiver assumed control of the
day-to-day operations of the Company (see discussion,  supra, under Management's
Discussion and  Analysis).  The Company has filed an answer to the complaint and
the case is progressing through normal procedures.

         On or about  October  7,  1999,  the law firms of Weiss &  Yourman  and
Stull,  Stull & Brody made a public  announcement  that they had filed a lawsuit
against  the Company and certain  current and past  officers  and/or  directors,
alleging  violation  of federal  securities  laws during the period of April 21,
1998 through October 9, 1998. On or about November 17, 1999, the lawsuit,  filed
in the name of Nahid Nazarian  Behfarin,  on her own behalf and others purported
to be similarly  situated,  was served on the  Company.  The Company has not yet
been  required to file an answer or other  pleading in response to the  lawsuit.
The Company  believes  these claims are without  merit and intends to vigorously
defend  against  them  on its own  behalf  as well  as on  behalf  of the  other
defendants.

         Throughout  fiscal 1999 and 2000,  and through the date of this filing,
various creditors of the Company have made claims and/or served the Company with
lawsuits alleging the failure of the Company to pay its obligations to them in a
total amount  exceeding $2.5 million.  The lawsuits are in various stages.  Some
have resulted in judgments being entered against the Company. Should the Company
be  required  to pay the  full  amount  demanded  in each of  these  claims  and
lawsuits,  such a  requirement  would  have a  material  adverse  impact  on the
operations  of the Company.  However,  the superior  security  interest  held by
Imperial Bank has prevented these creditors from collecting on their judgments.

         Furthermore,  from  time  to  time,  the  Company  may be  involved  in
litigation relating to claims arising out of its operations in the normal course
of business.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

None

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

The Company is in default on its credit  agreement  with Imperial Bank. At March
31, 2000, the amount in default was approximately  $4,734,000.  (Also see Note 2
to Consolidated Financial Statements.)


                                       15
<PAGE>


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         The Company  held its 1999 Annual  Meeting of  Stockholders  on May 11,
2000 to consider a number of proposals;  the  disposition  of which is described
below:

1.       Shareholders  elected  five  persons  to  serve  as  directors  on  the
         Company's  Board of Directors  until their  successors are duly elected
         and  qualified.  Directors  elected  were Brian Bonar,  Keith  Meadows,
         Robert A. Dietrich,  Eric W. Gaer, and Stephen J. Fryer.  The breakdown
         of voting was as follows:

                                       For       Against    Abstain     Unvoted

                 Bonar          82,035,653     2,043,744          -           -
                 Meadows        82,041,103     2,038,324          -           -
                 Dietrich       82,041,103     2,038,324          -           -
                 Gaer           82,041,053     2,038,374          -           -
                 Fryer          82,041,053     2,038,374          -           -

2.            Shareholders approved an amendment to the Company's Certificate of
              Incorporation  to  increase  the  number of  authorized  shares of
              Common  Stock  from   100,000,000  to   200,000,000.   There  were
              79,311,439  votes cast for the Proposal,  4,389,695 votes against,
              and 430,054 abstentions.

3.            Shareholders   approved  an  amendment  to  the   Certificate   of
              Incorporation  in order to  effect  a stock  combination  (reverse
              split) of the Common Stock in an exchange  ratio to be approved by
              the Board of Directors before December 31, 2000,  ranging from one
              newly issued share for each two outstanding shares of Common Stock
              to one  newly  issued  share  for each six  outstanding  shares of
              Common Stock.  There were 78,582,824  votes cast for the Proposal,
              4,720,934 votes against, and 775,669 abstentions.

4.            Shareholders approved the appointment of Boros & Farrington APC as
              the Company's independent auditors for the fiscal year ending June
              30, 2000.  There were 82,056,453  votes cast for the  appointment,
              1,390,916 votes against, and 632,058 abstentions.

5.            Proposals for approval of the Company's  Employee  Stock  Purchase
              Plan and the Company's 2000 Stock Option plan were not approved by
              the shareholders because an insufficient number of votes were cast
              for their consideration (67,723,839 shares were not voted).

ITEM 5.  OTHER INFORMATION

         None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits:
            27.1            Financial Data Sheet

(b)      Reports on Form 8-K:

         A  report  on Form  8-K was  filed  with the  Securities  and  Exchange
Commission on January 7, 2000 with regard to a press release of January 3, 2000.


                                       16
<PAGE>



    SIGNATURES

         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 thereunto duly authorized.

Dated: May 18, 2000

IMAGING TECHNOLOGIES CORPORATION (Registrant)

By: /s/ BRIAN BONAR
-----------------------
Brian Bonar
Chief Executive Officer

(Principal Financial and Accounting Officer)


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