SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-Q/A
                    QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2001
                                       or
                   TRANSITION REPORT UNDER SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                           Commission file No. 0-12641

                                                [GRAPHIC OMITED]

                        IMAGING TECHNOLOGIES CORPORATION
             (Exact name of registrant as specified in its charter)

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<CAPTION>

<S>                                                             <C>
DELAWARE . . . . . . . . . . . . . . . . . . . . . . . . . . .             33-0021693
(State or other jurisdiction of incorporation or organization)  (IRS Employer ID No.)
</TABLE>

                             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    No

The number of shares outstanding of the registrant's common stock as of February
12,  2002  was  262,546,959.

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                PAGE
PART  I  -  FINANCIAL  INFORMATION
Notes  to  Consolidated  Financial  Statements.     3

SIGNATURES          4

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                IMAGING TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

NOTE  5.  RECENT  ACCOUNTING  PRONOUNCEMENTS

SFAS  141
In  July  2001,  FASB  issued  SFAS  No.  141, "Business Combinations," which is
effective  for business combinations initiated after June 30, 2001. SFAS No. 141
eliminates  the  pooling  of  interest  method  of  accounting  for  business
combinations  and  requires that all business combinations occurring on or after
July  1,  2001  be accounted for under the purchase method. The Company does not
expect  SFAS  No.  141  to  have  a material impact on its financial statements.
SFAS  142
In  July  2001,  the  FASB  issued  SFAS No. 142, "Goodwill and Other Intangible
Assets,"  which is effective for fiscal years beginning after December 15, 2001.
Early adoption is permitted for entities with fiscal years beginning after March
15,  2001,  provided  that  the first interim financial statements have not been
previously  issued.  SFAS  No.  142  addresses  how  intangible  assets that are
acquired individually or with a group of other assets should be accounted for in
the  financial  statements  upon  their  acquisition  and  after  they have been
initially  recognized  in  the  financial statements. SFAS No. 142 requires that
goodwill  and  intangible  assets  that  have  indefinite  useful  lives  not be
amortized  but rather be tested at least annually for impairment, and intangible
assets  that have finite useful lives be amortized over their useful lives. SFAS
No.  142  provides  specific guidance for testing goodwill and intangible assets
that will not be amortized for impairment. In addition, SFAS No. 142 expands the
disclosure  requirements about goodwill and other intangible assets in the years
subsequent  to  their  acquisition.  Impairment  losses  for  goodwill  and
indefinite-life  intangible  assets that arise due to the initial application of
SFAS  No.  142  are  to  be  reported  as  resulting from a change in accounting
principle.  However, goodwill and intangible assets acquired after June 30, 2001
will  be subject immediately to the provisions of SFAS No. 142. The Company does
not  expect  SFAS No. 142 to have a material effect on its financial statements.
Previously,  the  Company  amortized  $118  thousand  of  goodwill.

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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  17,  2002

IMAGING  TECHNOLOGIES  CORPORATION  (Registrant)

By:  /s/
_____________________________________
Brian  Bonar
Chairman,  Chief  Executive  Officer,  and  Chief  Accounting  Officer