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, 2002

                                       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)

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

                               17075 Via Del Campo
                           San Diego, California 92127
                    (Address of principal executive offices)

       Registrant's Telephone Number, Including Area Code:  (858) 451-6120

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 November
22,  2002  was  93,777,896.

This  amendment  to  the  Registrant's Form 10-Q includes adjustments related to
revenue  recognition  for  its professional employer organization (PEO) business
segment.  Accordingly,  the  document  includes  changes  on  its  consolidated
statements  of operations, the applicable notes to the financial statements, and
management's  discussion  and  analysis  of  operations.

The effect of the reported changes is a reduction in PEO revenues and changes in
the allocation of costs. Operating and net loss for the Company are not affected
by  these  changes.

<PAGE>
                IMAGING TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
          THREE MONTHS ENDED SEPTEMBER 30, 2002 AND SEPTEMBER 30, 2001
                        (in thousands, except share data)
                                   (unaudited)

<TABLE>
<CAPTION>
<S>                                                          <C>              <C>
                                                                       2002             2001
                                                             ---------------  ---------------
Revenues
     Sales of products. . . . . . . . . . . . . . . . . . .  $          486   $        1,057
     Software, licenses and royalties . . . . . . . . . . .             138               21
     PEO services (gross billings of $2,822, less worksite
       employee payroll costs of $2,430). . . . . . . . . .             392                -
                                                             ---------------  ---------------
                                                                      1,016            1,078
                                                             ---------------  ---------------
Costs and expenses
     Cost of products sold. . . . . . . . . . . . . . . . .             235              598
     Cost of licenses and royalties . . . . . . . . . . . .              21                -
     Cost of PEO services . . . . . . . . . . . . . . . . .             142                -
                                                             ---------------  ---------------
 Total cost of revenues . . . . . . . . . . . . . . . . . .             398              598
                                                             ---------------  ---------------

Operating expenses:
     Selling, general, and administrative . . . . . . . . .           2,053            1,413
     Research  and development. . . . . . . . . . . . . . .               -               72
                                                             ---------------  ---------------
                                                                      2,053            1,485
                                                             ---------------  ---------------

Loss from operations. . . . . . . . . . . . . . . . . . . .          (1,435)          (1,005)
                                                             ---------------  ---------------

Other income (expense):
     Interest and finance costs, net. . . . . . . . . . . .            (621)            (177)
     Other. . . . . . . . . . . . . . . . . . . . . . . . .               4                -
                                                             ---------------  ---------------
                                                                       (617)            (177)
                                                             ---------------  ---------------

Loss before income taxes. . . . . . . . . . . . . . . . . .          (2,052)          (1,182)

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

Net loss. . . . . . . . . . . . . . . . . . . . . . . . . .  $       (2,052)  $       (1,182)
                                                             ===============  ===============

Earnings (loss) per common share
     Basic. . . . . . . . . . . . . . . . . . . . . . . . .  $        (0.08)  $        (0.14)
                                                             ===============  ===============
     Diluted. . . . . . . . . . . . . . . . . . . . . . . .  $        (0.08)  $        (0.14)
                                                             ===============  ===============

Weighted average common shares. . . . . . . . . . . . . . .          24,662            8,549
                                                             ===============  ===============
Weighted average common shares - assuming dilution. . . . .          24,662            8,549
                                                             ===============  ===============

See Notes to Consolidated Financial Statements.
</TABLE>

<PAGE>
                IMAGING TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2002
                                   (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,  2002,  2001, and 2000 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  8.  SEGMENT  INFORMATION

During  the  period ended September 30, 2002, the Company managed and internally
reported the Company's business as four (4) reportable segments: (1)     imaging
products  and  accessories;  (2)  imaging  software;  (3)  e-commerce;  and  (4)
professional  employer  organization

<TABLE>
<CAPTION>
<S>                      <C>         <C>          <C>         <C>          <C>

PERIOD ENDED. . . . . .  PEO         IMAGING      IMAGING
SEPT. 30, 2002. . . . .  BUSINESS    PRODUCTS     SOFTWARE    E-COMMERCE   TOTAL

    Revenues. . . . . .  $ 392,000   $  486,000   $ 138,000   $         -  $ 1,016,000
    Cost of revenues. .    142,000      235,000      21,000             -      398,000
    Operating expenses.    588,000    1,141,000     324,000     2,053,000
    Operating (loss). .   (338,000)    (890,000)   (207,000)            -   (1,435,000)
</TABLE>

Additional  information  regarding revenue by products and service groups is not
presented  for  the prior fiscal year period ended September 30, 2001 because it
is  currently  impracticable  to  do  so  due  to various reorganizations of the
Company's  accounting systems. A comprehensive accounting system was implemented
during  fiscal  2002  that enables the Company to report such information in the
future.

As  of and during the period ended September 30, 2002, no customer accounted for
more  than  10%  of  consolidated  accounts  receivable  or  total  consolidated
revenues.

NOTE  10     REVENUE  RECOGNITION  -  PEO  SEGMENT
The Company recognizes its revenues associated with its PEO business pursuant to
EITF  99-19  "Reporting  Revenue  Gross  as a Principal versus Net as an Agent."
Previously, the Company reported its worksite employees as a component of direct
costs,  The Company's revenues are now reported net of worksite employee payroll
cost  (net  method).  To  conform  to  the  net method, the Company reclassified
worksite  employee  payroll  costs  of  $2.43 million for the three months ended
September  30,  2002 from direct costs to revenues. This reclassification had no
effect  on  gross  profit,  operating  loss,  or  net  loss.

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.

SIGNIFICANT  ACCOUNTING  POLICIES  AND  ESTIMATES

     We  believe  the  following accounting policies are critical and/or require
significant  judgments and estimates used in the preparation of our consolidated
financial  statements:

Revenue  and direct cost recognition - We account for our revenues in accordance
with  EITF  99-19. Our PEO segment revenues are derived from our gross billings,
which  are  based  on (i) the payroll cost of our worksite employees; and (ii) a
markup  computed  as  a  percentage  of the payroll cost. The gross billings are
invoiced  concurrently  with  each  periodic  payroll of our worksite employees.
Revenues  are  recognized  ratably over the payroll period as worksite employees
perform their service at the client worksite. Revenues that have been recognized
but  not  invoiced  are  included  in  unbilled  accounts  receivable  on  our
Consolidated  Balance  Sheets.

Previously,  we  included  both components of our gross PEO billings in revenues
(gross method) due primarily to the assumption of significant contractual rights
and  obligations associated with being an employer, including the obligation for
the  payment  of  the  payroll  costs  of  our worksite employees. We assume our
employer  obligations regardless of whether we collect our gross billings. After
discussions  with  the Securities and Exchange Commission staff, we have changed
our  presentation of revenues from the gross method to an approach that presents
our  revenues  net  of  worksite  employee  payroll costs (net method) primarily
because  we  are  not  generally  responsible for the output and quality of work
performed  by  the  worksite  employees.

In  determining  the  pricing  of the markup component of the gross billings, we
take  into  consideration  estimates  of  the costs directly associated with our
worksite  employees, including payroll taxes, benefits and workers' compensation
costs,  plus  an  acceptable  gross  profit  margin.  As a result, our operating
results  are  significantly  impacted  by  our  ability  to accurately estimate,
control  and  manage  our direct costs relative to the revenues derived from the
markup  component  of  our  gross  billings.

To conform to the net method, we reclassified worksite employee payroll costs of
$2.43 million for the three months ended September 30, 2002 from direct costs to
revenues.  This  reclassification had no effect on gross profit, operating loss,
or  net  loss.

Consistent  with our revenue recognition policy, our direct costs do not include
the payroll cost of our worksite employees. Our direct costs associated with our
PEO  revenue  generating  activities are comprised of all other costs related to
our  worksite  employees, such as the employer portion of payroll-related taxes,
employee  benefit  plan  premiums  and workers' compensation insurance premiums.

RESULTS  OF  OPERATIONS  NET  REVENUES

     Revenues  were  $1.0  million  and  $1.1  million  for  the  quarters ended
September  30,  2002 and 2001, respectively. The (10%) decrease in sales was due
primarily  substantial  reduction  in  product  sales.

PEO  Services
-------------

     PEO  revenues  were  $392  thousand  (derived  from  gross billings of $2.8
million  less  employee  payroll  costs  of  $2.4 million) for the quarter ended
September  30,  2002.  The  Company  entered  this  business  segment  through
acquisitions in November 2001. Consequently, there were no reported PEO revenues
in  the  prior  year  period.

COST  OF  PRODUCTS  SOLD

PEO  Services
-------------

     Costs  of  PEO  services  were  $142 thousand (36% of PEO revenues) for the
period  ended  September  30,  2002.  The Company began providing these services
pursuant  to  acquisitions in the current fiscal year. Accordingly, there are no
comparative results for the prior year periods. (Also see "Risk Factors" related
to  the  Company's  PEO  business.)

SELLING,  GENERAL  AND  ADMINISTRATIVE  EXPENSES

Selling,  general  and  administrative expenses were $2.1 million (202% of total
revenues)  and  $  1.4  million  (131% of total revenues) for the quarters ended
September  30,  2002  and  2001,  respectively. While such expenses increased by
$700,000  (50%)  for  the  period  ended  September  30, 2002 as compared to the
previous  year,  they have decreased as a percentage of total revenues. Selling,
general  and  administrative expenses consisted primarily of general corporation
functions,  salaries,  facilities, and fees for professional services, including
legal  expenses. The increase in selling, general and administrative expenses in
the  period  ended September 30, 2002 as compared to the year-earlier period was
due  primarily  to  costs  associated with the Company's PEO business, including
promotional  costs  and  salaries.  However,  management  continues  to pare its
overall  operating  expenses,  including reductions in personnel and facilities.

RISKS  AND  UNCERTAINTIES
-------------------------

IF OUR FOREIGN ACCOUNTS RECEIVABLE ARE NOT COLLECTIBLE, A NEGATIVE IMPACT ON OUR
CONTINUED  OPERATIONS  AND  OVERALL  FINANCIAL  PERFORMANCE  COULD  RESULT.

We conduct business globally. Accordingly, our future results could be adversely
affected  by  a  variety  of  uncontrollable and changing factors including: (1)
foreign  currency  exchange  fluctuations; (2) regulatory, political or economic
conditions  in  a specific country or region; (3) the imposition of governmental
controls;  (4)  export  license  requirements; (5) restrictions on the export of
critical  technology;  (6)  trade  restrictions;  (7)  changes  in  tariffs; (8)
government  spending  patterns;  (9)  natural  disasters;  (10)  difficulties in
staffing  and  managing  international  operations;  and  (11)  difficulties  in
collecting  accounts  receivable.

In  addition,  the  laws  of  certain  countries do not protect our products and
intellectual  property  rights  to  the  same  extent  as the laws of the United
States.

We  intend  to  pursue  international  markets  as key avenues for growth and to
increase  the  percentage  of  sales  generated in international markets. In our
2002, 2001 and 2000 fiscal years, product, software, and licensing sales outside
the  United  States represented approximately 12%, 22%, and 4% of our net sales,
respectively.  We  expect product sales outside the United States to continue to
represent  a  significant  portion  of  our  sales. As we continue to expand our
international  sales  and  operations,  our  business  and  overall  financial
performance  may  be  adversely  affected  by  the  factors  stated  above.

PART  II  -  OTHER  INFORMATION
-------------------------------

ITEM  6.  EXHIBITS

(a)     Exhibits:

     99.1  - Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of
2002  (18  U.S.C.  Section  1350)

99.2  - Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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:  July1,  2003

IMAGING  TECHNOLOGIES  CORPORATION  (Registrant)

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


By:  /s/
_____________________________________
James  R.  Downey,  Jr.
Chief  Accounting  Officer