SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q/A

                 |X| QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                For The Quarterly Period Ended September 30, 2001
                                       or
                  |_| TRANSITION REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                           Commission file No. 0-12641


                                [OBJECT 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 December
4, 2001 was 207,986,730.

<PAGE>
                                                                            PAGE

PART I - FINANCIAL INFORMATION

       Notes to Consolidated Financial Statements.                             2

PART II - OTHER INFORMATION

       ITEM 5.  OTHER INFORMATION                                              3

SIGNATURES                                                                     7


                                        1

<PAGE>

                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.


                                       2
<PAGE>

PART II - OTHER INFORMATION

ITEM 5.  OTHER INFORMATION

Acquisition of Shares

Subsequent to the period ended  September  30, 2001,  on November 12, 2001,  the
Company  acquired  all  of  the  outstanding  shares  of  SourceOne,  Inc.  from
Neotactix, Inc. for 10,000,000 shares of ITEC common stock. These shares will be
registered by the Company  subsequent to filing of audited financial  statements
related to the acquisition on Form 8-K within 60 days of this filing.

The  acquisition  price also included the assumption of $750,000 in payments due
SourceOne  from  Neotactix.  ITEC paid $250,000 in cash at Closing.  $200,000 of
these funds were provided by outside  investors in the form of a promissory note
convertible  into  shares of ITEC  common  stock,  the  number of which  will be
determined  by a formula  applied to the market  price of the shares at the time
that the promissory  note is converted.  The balance is payable in cash or stock
on a quarterly payment schedule  beginning in April 2002. The Company has agreed
to register  all shares  subsequent  to filing of audited  financial  statements
related to the acquisition on Form 8-K within 60 days of this filing.

The  purchase  price was  determined  through  analysis of  SourceOne's  recent,
unaudited  financial  performance.  SourceOne,  through  September 30, 2001, had
losses of approximately  $220 thousand on 6-month revenues of approximately  $25
million.  The total  purchase  price was  arrived at through  negotiations.  The
assets of SourceOne consist of cash, accounts receivable, and pre-paid insurance
premiums.

SourceOne  is  a  professional   employer  organization  ("PEO")  that  provides
comprehensive  personnel  management  services,  including  benefits and payroll
administration,  health and workers' compensation insurance programs,  personnel
records management, and employer liability management.

Following are pro forma  financial  statements  reflecting  the  acquisition  of
SourceOne.  The information is derived from the audited financial  statements of
the  Company  for the year  ended June 30,  2001,  and the  unaudited  financial
statements of SourceOne from inception in April 2001 through September 30, 2001.

The Company will report this transaction, including audited financial statements
of SourceOne, on Form 8-K.


                                       3
<PAGE>

PRO FORMA CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

in thousands                                                 Sept. 30, 2001
                                                         ITEC            SourceOne           Pro forma        Pro forma
                                                      Unaudited        Unaudited (2)        Adjustments        ITEC (1)
<S>                                                  <C>                    <C>                 <C>           <C>
ASSETS
  Current assets
      Cash                                                36                431                 --                467
      Accounts receivable                                574                234                 --                808
      Inventories                                        140                 --                 --                140
      Prepaid expenses and other                         273                195                 --                468
                                                     -------                ---                ---            -------
         Total current assets                          1,023                860                 --              1,883

Goodwill, net                                            569                 --                531              1,100
Deposits and allowances                                   --                 83                 --                 83
Property and equipment, net                              152                 22                 --                174
                                                     -------                ---                ---            -------
Total assets                                           1,744                965                531              3,240
                                                     =======               ====                ===            =======
LIABILITIES AND SHAREHOLDERS'
NET CAPITAL DEFICIENCY
  Current liabilities
     Borrowings under bank notes payable               4,018                 --                 --              4,018
     Short term debt                                   4,606                 --                 --              4,606
     Accounts payable                                  5,498                 30                 --              5,528
     Accrued expenses                                  4,914                956                 --              5,870
                                                     -------                ---                 --            -------
        Total current liabilities                     19,036                986                 --             20,022

  Notes payable                                           --                 --                500                500
                                                     -------                ---                ---            -------
Total liabilities                                     19,036                986                500             20,022
                                                     -------                ---                ---            -------
  Stockholders' net capital deficiency
     Series A preferred stock                            420                 --                 --                420
     Common stock                                        865                 --                 10                875
     Common stock warrants                               541                 --                 --                541
     Paid-in capital                                  69,479                 --                 --             69,479
     Shareholder loans                                  (105)               200               (200)              (105)
     Accumulated deficit                             (88,492)              (221)               221            (88,492)
                                                     -------                ---                ---            -------
        Total shareholders' net capital deficiency   (17,292)               (21)                31            (17,282)
                                                                            ---                ---            -------
                                                       1,744                965                531              3,240
                                                     =======               ====                ===            =======

</TABLE>

(1) Adjusted to reflect the consolidated balance sheets of ITEC and SourceOne
(2) SourceOne Group's inception occurred at the beginning of April 2001


                                       4
<PAGE>

PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

in thousands, except per share data            Three months ended
                                               September 30, 2001
                                           ------------------------    Pro forma   Pro forma
                                                ITEC      SourceOne   Adjustments   ITEC (1)
                                           -------------------------------------------------
                                              Unaudited  Unaudited(2)
<S>                                            <C>         <C>          <C>         <C>
Revenues
  Sales of products                              1,057         --           --        1.057
  Licenses and royalties                            21         --           --           21
  PEO services                                      --     13,412           --       13,412
                                               -------     ------       ------      -------
                                                 1,078     13,412           --       14,490
                                               -------     ------       ------      -------
Costs and expenses
  Cost of products sold                            598         --           --          598
  Cost of PEO services                              --     13,155           --       13,155
  Selling, general and administrative            1,413        345           --        1,758
  Research and development                          72         --           --           72
                                               -------     ------       ------      -------
                                                 2,083     13,500           --       15,583
                                               -------     ------       ------      -------

Loss from operations                            (1,005)       (88)          --       (1,093)
                                               -------     ------       ------      -------

Other income (expense)
  Interest and finance costs                      (177)        --           --         (177)
  Other                                             --         --           --           --
                                               -------     ------       ------      -------
                                                  (177)        --           --         (177)
                                               -------     ------       ------      -------

Loss before income taxes                        (1,182)       (88)          --       (1,270)

Income tax benefit (expense)                        --         --           --           --
                                               -------     ------       ------      -------

Net loss                                        (1,182)       (88)          --       (1,270)
Preferred stock dividends                           --         --           --           --
                                               -------     ------       ------      -------
Net loss                                        (1,182)       (88)          --       (1,270)
                                               =======     ======       ======      =======
Earnings (loss) per common share
  Basic                                          (0.01)     (1.76)          --        (0.01)
                                               =======     ======       ======      =======
  Diluted                                        (0.01)     (1.76)          --        (0.01)
                                               =======     ======       ======      =======

Weighted average of common shares              170,984         50       10,000      180,984
                                               =======     ======       ======      =======
Weighted average of common shares - diluted    170,984         50       10,000      180,984
                                               =======     ======       ======      =======

</TABLE>

(1) Adjusted to reflect the  consolidated  statements  of operations of ITEC and
    SourceOne
(2) SourceOne Group's inception occurred at the beginning of April 2001


                                       5
<PAGE>

PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS, CONTINUED

<TABLE>
<CAPTION>
                                                               Six months
in thousands, except per share data            Year ended        ended
                                             June 30, 2001   Sept. 30, 2001
                                            -------------------------------  Pro forma    Pro forma
                                                  ITEC         SourceOne    Adjustments    ITEC (1)
                                            --------------------------------------------------------
                                                Audited       Unaudited (2)
<S>                                            <C>               <C>        <C>           <C>
Revenues
  Sales of products                              2,897               --         --          2,897
  Licenses and royalties                           555               --         --            555
  PEO services                                      --           25,083         --         25,083
                                               -------           ------     ------        -------
                                                 3,452           25,083         --         28,535
                                               -------           ------     ------        -------
Costs and expenses
  Cost of products sold                          2,742               --         --          2,742
  Cost of PEO services                              --           24,605         --         24,605
  Selling, general and administrative            8,720              694         --          9,414
  Research and development                         250               --         --            250
                                               -------           ------     ------        -------
                                                11,712           25,299         --         37,011
                                               -------           ------     ------        -------
Loss from operations                            (8,260)            (216)        --         (8,476)
                                               -------           ------     ------        -------
Other income (expense)
  Interest and finance costs                    (1,628)              (1)        --         (1,629)
  Other                                             --                4         --              4
                                               -------           ------     ------        -------
                                                (1,628)               3         --         (1,635)
                                               -------           ------     ------        -------
Loss before income taxes                        (9,888)            (213)        --        (10,101)

Income tax benefit (expense)                        --               --         --             --
                                               -------           ------     ------        -------
Net loss                                        (9,888)            (213)        --        (10,101)
Preferred stock dividends                          (21)              --         --            (21)
                                               -------           ------     ------        -------
Net loss                                        (9,909)            (213)        --        (10,122)
                                               =======           ======     ======        =======
Earnings (loss) per common share
  Basic                                          (0.08)           (4.26)        --          (0.07)
                                               =======           ======     ======        =======
  Diluted                                        (0.08)           (4.26)        --          (0.07)
                                               =======           ======     ======        =======
Weighted average of common shares              131,488               50     10,000        141,488
                                               =======           ======     ======        =======
Weighted average of common shares -
diluted                                        131,488               50     10,000        141,488
                                               =======           ======     ======        =======

</TABLE>

(1) Adjusted to reflect the  consolidated  statements  of operations of ITEC and
    SourceOne
(2) SourceOne Group's inception occurred at the beginning of April 2001


                                       6
<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: December 5, 2001

IMAGING TECHNOLOGIES CORPORATION (Registrant)

By: /s/ Brian Bonar

------------------------------
Brian Bonar
Chairman, Chief Executive Officer, and Chief Accounting Officer


                                       7