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, 2003

                                       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, CA 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 May 16,
2003  was  179,023,800

<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S>                                                                                               <C>
PART I - FINANCIAL INFORMATION

ITEM 1.  Consolidated Financial Statements
     Consolidated Balance Sheets - March 31, 2003 (unaudited) and June 30, 2002 (audited). . . .   3
     Consolidated Statements of Operations  - 3 months ended March 31, 2003 and 2002 (unaudited)   4
     Consolidated Statements of Operations  - 9 months ended March 31, 2003 and 2002 (unaudited)   5
     Consolidated Statements of Cash Flows - 9 months ended March 31, 2003 and 2002 (unaudited).   6
     Notes to Consolidated Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . .   8

ITEM 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations .  20

ITEM 3.  Quantitative and Qualitative Disclosures About Market Risk. . . . . . . . . . . . . . .  30

PART II - OTHER INFORMATION

ITEM 1.  Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
ITEM 2.  Changes In Securities and Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . .  31
ITEM 3.  Defaults Upon Senior Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
ITEM 4.  Submission of Matters To A Vote of Security Holders . . . . . . . . . . . . . . . . . .  32
ITEM 5.  Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32
ITEM 6.  Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . . . . . . . . . . . . . . .  32

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33
</TABLE>

<PAGE>

PART  I.  -  FINANCIAL  INFORMATION

ITEM  1.   CONSOLIDATED  FINANCIAL  STATEMENTS

                IMAGING TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                        (IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
<S>                                                             <C>               <C>
ASSETS
                                                                MAR. 31, 2003     JUN 30, 2002
                                                                     (unaudited)         (audited)
Current assets
     Cash. . . . . . . . . . . . . . . . . . . . . . . . . . .  $           131   $            43
     Accounts receivable:
          Billed . . . . . . . . . . . . . . . . . . . . . . .              220               629
          Unbilled . . . . . . . . . . . . . . . . . . . . . .              270                 -
     Inventories, net. . . . . . . . . . . . . . . . . . . . .               34               151
     Prepaid expenses and other current assets . . . . . . . .              139                33
                                                                ----------------  ----------------
          Total current assets . . . . . . . . . . . . . . . .              794               856

Property and Equipment, net. . . . . . . . . . . . . . . . . .              181               212
Goodwill, net. . . . . . . . . . . . . . . . . . . . . . . . .            6,209                 -
Workers' compensation deposit and other assets . . . . . . . .              527               112
                                                                ----------------  ----------------

 Total assets. . . . . . . . . . . . . . . . . . . . . . . . .  $         7,711   $         1,180
                                                                ================  ================

LIABILITIES AND SHAREHOLDERS' DEFICIENCY

Current liabilities
     Borrowings under bank notes payable . . . . . . . . . . .  $         3,170   $         3,295
     Short-term notes payable, including amounts due to
        related parties. . . . . . . . . . . . . . . . . . . .            3,114             2,796
     Convertible debentures. . . . . . . . . . . . . . . . . .            1,439               803
     Accounts payable. . . . . . . . . . . . . . . . . . . . .            7,771             7,343
     PEO payroll taxes and other payroll deductions. . . . . .            2,917               690
     PEO accrued worksite employee . . . . . . . . . . . . . .              197               644
     Note payable, acquisition . . . . . . . . . . . . . . . .               45                 -
     Other accrued expenses. . . . . . . . . . . . . . . . . .            9,358             6,036
                                                                ----------------  ----------------
          Total current liabilities. . . . . . . . . . . . . .           28,011            21,607
                                                                ----------------  ----------------

Notes payable. . . . . . . . . . . . . . . . . . . . . . . . .              702                 -
Minority interests . . . . . . . . . . . . . . . . . . . . . .              186                 -
                                                                ----------------  ----------------
Total liabilities. . . . . . . . . . . . . . . . . . . . . . .           28,899            21,607
                                                                ----------------  ----------------

Shareholders' deficiency
     Series A convertible, redeemable preferred stock,
       $1,000 par value, 7,500 shares authorized,
        420.5 shares issued and outstanding. . . . . . . . . .              420               420
     Common stock, $0.005 par value, 500,000,000 shares
        authorized; 147,750,839  shares issued and outstanding
        at March 31, 2003; 21,929,365 at June 30, 2002 . . . .              738               110
     Common stock warrants . . . . . . . . . . . . . . . . . .              489               475
     Paid-in capital . . . . . . . . . . . . . . . . . . . . .           80,609            79,492
     Accumulated deficit . . . . . . . . . . . . . . . . . . .         (103,444)         (100,924)
                                                                ----------------  ----------------
          Total shareholders' deficiency . . . . . . . . . . .          (21,188)          (20,427)
                                                                ----------------  ----------------
 Total liabilities and shareholders' deficiency. . . . . . . .  $         7,711   $         1,180
                                                                ================  ================

See Notes to Consolidated Financial Statements.
</TABLE>

<PAGE>
                IMAGING TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                          THREE MONTHS ENDED MARCH 31,
                        (in thousands, except share data)
                                   (unaudited)

<TABLE>
<CAPTION>
<S>                                                   <C>              <C>
                                                                2003           2002
Revenues
     Sales of products . . . . . . . . . . . . . . .  $          162   $        814
     Software sales, licenses and royalties. . . . .              62            470
     PEO services. . . . . . . . . . . . . . . . . .           4,096          8,098
                                                      ---------------  -------------
                                                               4,320          9,382
                                                      ---------------  -------------
Costs and expenses
     Cost of products sold . . . . . . . . . . . . .              48            614
     Cost of software sales, licenses and royalties.               9            277
     Cost of PEO services. . . . . . . . . . . . . .           3,876          7,735
     Selling, general, and administrative. . . . . .           1,187          1,863
     Research and development. . . . . . . . . . . .               -             68
                                                      ---------------  -------------
                                                               5,120         10,557
                                                      ---------------  -------------

Income (loss) from operations. . . . . . . . . . . .            (800)        (1,175)
                                                      ---------------  -------------

Other income (expense):
     Interest and financing costs, net . . . . . . .            (300)          (364)
     Gain on extinguishment of debt. . . . . . . . .           1,166            411
     Minority interests. . . . . . . . . . . . . . .            (186)             -
     Other . . . . . . . . . . . . . . . . . . . . .             304              -
                                                      ---------------  -------------
                                                                 984             47
                                                      ---------------  -------------

Income (loss) before income taxes. . . . . . . . . .             184         (1,128)
Income tax expense . . . . . . . . . . . . . . . . .               -              -
                                                      ---------------  -------------

Net income (loss). . . . . . . . . . . . . . . . . .  $          184   $     (1,128)
                                                      ===============  =============

Earnings (loss) per common share
     Basic . . . . . . . . . . . . . . . . . . . . .  $         0.00   $      (0.09)
                                                      ===============  =============
     Diluted . . . . . . . . . . . . . . . . . . . .  $         0.00   $      (0.09)
                                                      ===============  =============

Weighted average common shares . . . . . . . . . . .         140,754         13,166
                                                      ===============  =============

See Notes to Consolidated Financial Statements.
</TABLE>

<PAGE>
                IMAGING TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                           NINE MONTHS ENDED MARCH 31,
                        (in thousands, except share data)
                                   (unaudited)

<TABLE>
<CAPTION>
<S>                                               <C>            <C>
                                                          2003           2002
Revenues
     Sales of products . . . . . . . . . . . . .  $        742   $      2,578
     Sales of software, licenses and royalties .           241            820
     PEO services. . . . . . . . . . . . . . . .         9,057         15,172
                                                  -------------  -------------
                                                        10,040         18,570
                                                  -------------  -------------
Costs and expenses
     Cost of products sold . . . . . . . . . . .           365          1,828
     Cost of software, licenses and royalties. .            71            331
     Cost of PEO services. . . . . . . . . . . .         8,326         14,530
     Selling, general, and administrative. . . .         4,352          5,449
     Research and development. . . . . . . . . .             -            140
                                                  -------------  -------------
                                                        13,114         22,278
                                                  -------------  -------------

Income (loss) from operations. . . . . . . . . .        (3,074)        (3,708)
                                                  -------------  -------------

Other income (expense):
     Interest and financing costs, net . . . . .        (1,411)        (1,382)
     Gain on extinguishment of debt. . . . . . .         1,822            411
     Minority interests. . . . . . . . . . . . .          (186)             -
     Other . . . . . . . . . . . . . . . . . . .           329              -
                                                  -------------  -------------
                                                           554           (971)
                                                  -------------  -------------

Income (loss) before income taxes. . . . . . . .        (2,520)        (4,679)
Income tax expense . . . . . . . . . . . . . . .             -              -
                                                  -------------  -------------

Net income (loss). . . . . . . . . . . . . . . .  $     (2,520)  $     (4,679)
                                                  =============  =============

Earnings (loss) per common share
     Basic . . . . . . . . . . . . . . . . . . .  $      (0.03)  $      (0.44)
                                                  =============  =============
     Diluted . . . . . . . . . . . . . . . . . .  $      (0.03)  $      (0.44)
                                                  =============  =============

Weighted average common shares . . . . . . . . .        77,000         10,557
                                                  =============  =============

See Notes to Consolidated Financial Statements.
</TABLE>

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

<TABLE>
<CAPTION>
<S>                                                    <C>              <C>
                                                                 2003            2002
                                                       ---------------  --------------
Cash flows from operating activities
   Net income (loss). . . . . . . . . . . . . . . . .  $       (2,520)  $      (4,679)
   Adjustments to reconcile net income (loss) to net
     cash from operating activities
       Depreciation and amortization. . . . . . . . .              77              81
       Write-down of fixed assets . . . . . . . . . .              55               -
       Stock issued for services. . . . . . . . . . .             735             495
       Amortization of debt discount. . . . . . . . .             606               -
       Interest related to conversion of debt . . . .              18             831
       Value of service for exercise of warrants. . .             166               -
       Warrant discount expense . . . . . . . . . . .              84             109
       Gain on extinguishment of debt . . . . . . . .          (1,822)           (411)
       Minority interests . . . . . . . . . . . . . .             186               -
        Changes in operating assets and liabilities
           Accounts receivable. . . . . . . . . . . .             411          (1,406)
           Inventories. . . . . . . . . . . . . . . .             142            (994)
           Prepaid expenses and other . . . . . . . .            (225)            (91)
           Accounts payable and accrued expenses. . .             853           2,428
           PEO liabilities. . . . . . . . . . . . . .           1,780             933
           Other assets . . . . . . . . . . . . . . .            (246)            (16)
                                                       ---------------  --------------
               Net cash from operating activities . .             300          (2,720)

Cash flows from investing activities
   Capital expenditures . . . . . . . . . . . . . . .               -             (56)
   Cash investment in acquisitions. . . . . . . . . .               -            (250)
   Cash acquired in acquisitions. . . . . . . . . . .               -             215
   Other. . . . . . . . . . . . . . . . . . . . . . .               -               -
                                                       ---------------  --------------
               Net cash from investing activities . .               -             (91)

Cash flows from financing activities
   Net borrowings under bank lines of credit. . . . .            (125)           (600)
   Issuance (repayments) of notes payable . . . . . .             (94)          1,183
   Repayment on long-term notes payable . . . . . . .             (18)              -
   Warrant proceeds . . . . . . . . . . . . . . . . .               -              66
   Net proceeds from issuance of common stock . . . .              25           2,214
                                                       ---------------  --------------
               Net cash from financing activities . .            (212)          2,863

Net increase (decrease) in cash . . . . . . . . . . .              88              52
Cash, beginning of period . . . . . . . . . . . . . .              43              35
                                                       ---------------  --------------
Cash, end of period . . . . . . . . . . . . . . . . .  $          131   $          87
                                                       ===============  ==============

See Notes to Consolidated Financial Statements.
</TABLE>

                IMAGING TECHNOLOGIES CORPORATION AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINTUED)
                    NINE MONTHS ENDED MARCH 31, 2003 AND 2002
                        (in thousands, except share data)
                                   (unaudited)

NON-CASH  INVESTING  AND  FINANCING  ACTIVITIES

During  the  three  months  ended  March 31, 2003, the Company issued 12,500,000
shares  of  its  common  stock  for the acquisition of shares of common stock of
Quick  Pix,  Inc.  at a value of $150,000; and 12,190,013 shares of common stock
for  the conversion of $88,129 of debt; and another 420,334 shares for $2,781 of
interest  payable.

During  the  three  months  ended  March  31, 2003, the Company issued 4,020,000
shares  of  its  common stock for $56,300 of services; and 500,000 shares of its
common  stock  to two former employees for service with a total value of $7,500.

During  the  three  months  ended  September 30, 2002, the Company rescinded the
$70,000  conversion of convertible notes payable into common stock (See note 6.)
During  the  three months ended December 31, 2002, the Company converted $80,000
of  debt  into  8,000,000  shares  of  common  stock.

During  the  three  months  ended  December 31, 2002, the Company issued 100,000
shares  of  common  stock  in  connection  with  its acquisition of Dream Canvas
Technology,  Inc.

<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,  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  2.  GOING  CONCERN  CONSIDERATIONS

The  accompanying  consolidated financial statements have been prepared assuming
that  the  Company  will continue as a going concern. For the three months ended
March  31,  2003, the Company had net income of $184 thousand; but experienced a
net  loss  of  $2.5 million for the nine-month period. As of March 31, 2003, the
Company  had  a  negative  working capital deficiency of $27.2 million and had a
negative shareholders' deficiency of $21 million. In addition, the Company is in
default  on certain note payable obligations and is being sued by numerous trade
creditors  for  nonpayment of amounts due.  The Company is also deficient in its
payments relating to payroll tax liabilities. These conditions raise substantial
doubt  about  its  ability  to  continue  as  a  going  concern.

On  August  20,  1999,  at  the  request of Imperial Bank, the Company's primary
lender,  the  Superior  Court of San Diego appointed an operational receiver who
took  control of the Company's day-to-day operations on August 23, 1999. On June
21,  2000, in connection with a settlement agreement reached with Imperial Bank,
the  Superior  Court  of  San  Diego  issued an order dismissing the operational
receiver.

On October 21, 1999, Nasdaq notified the Company that it no longer complied with
the  bid  price  and  net  tangible  assets/market  capitalization/net  income
requirements  for  continued listing on The Nasdaq SmallCap Market. At a hearing
on  December  2,  1999, a Nasdaq Listing Qualifications Panel also raised public
interest  concerns  relating to the Company's financial viability. The Company's
common  stock was delisted from The Nasdaq Stock Market effective with the close
of  business  on  March  1,  2000. As a result of being delisted from The Nasdaq
SmallCap  Market,  stockholders may find it more difficult to sell common stock.
This  lack  of liquidity also may make it more difficult to raise capital in the
future.  Trading  of  the  Company's  common  stock  is  now  being  conducted
over-the-counter  through the NASD Electronic Bulletin Board and 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.

The Securities and Exchange Commission adopted regulations that generally define
a  "penny  stock"  as  any  equity security that has a market price of less than
$5.00  per  share.  Additionally,  if  the  equity security is not registered or
authorized  on  a  national securities exchange or the Nasdaq and the issuer has
net  tangible assets under $2,000,000, the equity security also would constitute
a  "penny  stock."  Our  common  stock does constitute a penny stock because our
common  stock  has a market price less than $5.00 per share, our common stock is
no longer quoted on Nasdaq and our net tangible assets do not exceed $2,000,000.
As  our  common  stock  falls  within  the  definition  of  penny  stock,  these
regulations  require the delivery, prior to any transaction involving our common
stock,  of a disclosure schedule explaining the penny stock market and the risks
associated  with  it.  Furthermore,  the  ability  of broker/dealers to sell our
common  stock  and  the  ability of shareholders to sell our common stock in the
secondary  market  would  be  limited. As a result, the market liquidity for our
common  stock  would  be  severely  and  adversely  affected.  We can provide no
assurance that trading in our common stock will not be subject to these or other
regulations  in  the  future,  which  would negatively affect the market for our
common  stock.

The Company must obtain additional funds to provide adequate working capital and
finance  operations. However, there can be no assurance that the Company will be
able  to complete any additional debt or equity financings on favorable terms or
at  all, or that any such financings, if completed, will be adequate to meet the
Company's  capital  requirements  including  compliance  with  the Imperial Bank
settlement agreement. 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 may be required to delay, reduce or eliminate
some  or  all  of  its  planned  activities,  including any potential mergers or
acquisitions.  The  Company's  inability  to fund its capital requirements would
have  a  material adverse effect on the Company. 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 for the nine months ended March 31,
2003  and  2002:

<TABLE>
<CAPTION>
<S>                            <C>               <C>            <C>
                               EARNINGS (LOSS)   SHARES         PER-SHARE
                                    (NUMERATOR)  (DENOMINATOR)  AMOUNT
MARCH 31, 2002
     Net loss . . . . . . . .  $        (4,679)
          Preferred dividends              (18)
                               ----------------
     Basic and diluted EPS. .           (4,697)         13,166  $    (0.36)

MARCH 31, 2003
     Net loss . . . . . . . .  $        (2,520)
          Preferred dividends              (18)
                               ----------------
     Basic and diluted EPS. .           (2,538)         77,000  $    (0.03)
</TABLE>

NOTE  4.  INVENTORIES

<TABLE>
<CAPTION>
<S>                          <C>                 <C>
                             MAR. 31, 2003       JUNE 30, 2002
Inventories
     Materials and supplies  $               34  $           93
     Finished goods . . . .                   -              58
                             ------------------  --------------
                             $               34  $          151
                             ==================  ==============
</TABLE>

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 has
implemented  SFAS  141 and has concluded that the implementation does not have a
material  effect  on  our  earnings  or  financial  position.

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.  Previously, the
Company  amortized  $118  thousand  of goodwill and discontinued amortization of
goodwill  for acquisitions made prior to July 1, 2001. In the period ended March
31,  2003,  the  Company  realized  goodwill of $3.1 million associated with its
acquisition  of shares of Quik Pix, Inc. and goodwill of $3.1 million associated
with  its  acquisition  of  shares  of  Greenland  Corporation.  Based  on  the
management's  initial  impairment  review  of  the  goodwill,  the  Company  has
concluded that no impairment charge is associated with the goodwill based on the
projected  revenue  generated  from  the  acquired  business.  The  Company will
perform  another  impairment  review  on  the  goodwill at the fiscal years end.

SFAS  143

In  June  2001,  the  FASB  issued SFAS No. 143 "Accounting for Asset Retirement
Obligation." SFAS No. 143 is effective for fiscal years beginning after June 15,
2002,  and  will  require  companies  to record a liability for asset retirement
obligations  in  the period in which they are incurred, which typically could be
upon  completion  or  shortly thereafter. The FASB decided to limit the scope to
legal  obligation and the liability will be recorded at fair value.  The Company
has implemented SFAS 143 and has concluded that the implementation does not have
a  material  effect  on  our  earnings  or  financial  position.

SFAS  144

In  August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal  of  Long-Lived  Assets."  SFAS  No.  144 is effective for fiscal years
beginning  after  December  15,  2001. It provides a single accounting model for
long-lived  assets  to  be disposed of and replaces SFAS No. 121 "Accounting for
the  Impairment  of  Long-Lived Assets and Long-Lived Assets to Be Disposed Of."
The  Company  has implemented SFAS 144 and has concluded that the implementation
does  not  have  a  material  effect  on  our  earnings  or  financial position.

SFAS  145

In April 2002, the FASB issued Statement No. 145, "Rescission of FASB Statements
No.  4,  44,  and  64,  Amendment  of  FASB  Statement  No.  13,  and  Technical
Corrections."  This  Statement  rescinds  FASB Statement No. 4, "Reporting Gains
and  Losses  from  Extinguishment  of Debt", and an amendment of that Statement,
FASB  Statement  No.  64,  "Extinguishments of Debt Made to Satisfy Sinking-Fund
Requirements"  and  FASB  Statement No. 44, "Accounting for Intangible Assets of
Motor  Carriers".  This  Statement amends FASB Statement No. 13, "Accounting for
Leases",  to  eliminate  an  inconsistency  between  the required accounting for
sale-leaseback  transactions  and  the  required  accounting  for  certain lease
modifications  that  have  economic  effects  that are similar to sale-leaseback
transactions. The Company does not expect the adoption to have a material impact
to  the  Company's  financial  position  or  results  of  operations.

SFAS  146

In  June  2002,  the  FASB  issued  Statement  No.  146,  "Accounting  for Costs
Associated with Exit or Disposal Activities." This Statement addresses financial
accounting  and  reporting for costs associated with exit or disposal activities
and  nullifies  Emerging  Issues Task Force ("EITF") Issue No.  94-3, "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity  (including  Certain  Costs  Incurred  in  a  Restructuring)."  The
provisions  of this Statement are effective for exit or disposal activities that
are  initiated  after  December 31, 2002, with early application encouraged. The
Company  does not expect the adoption to have a material impact to the Company's
financial  position  or  results  of  operations.

SFAS  147

In  October  2002,  the  FASB issued Statement No. 147, "Acquisitions of Certain
Financial  Institutions-an  amendment of FASB Statements No. 72 and 144 and FASB
Interpretation No. 9", which removes acquisitions of financial institutions from
the  scope  of  both  Statement  72 and Interpretation 9 and requires that those
transactions  be  accounted for in accordance with  Statements No. 141, Business
Combinations,  and  No. 142, Goodwill and Other Intangible Assets.  In addition,
this Statement amends SFAS No. 144, Accounting for the Impairment or Disposal of
Long-Lived  Assets,  to  include  in  its  scope long-term customer-relationship
intangible  assets  of  financial  institutions  such  as  depositor-  and
borrower-relationship intangible assets and credit cardholder intangible assets.
The requirements relating to acquisitions of financial institutions is effective
for  acquisitions  for  which  the date of acquisition is on or after October 1,
2002.  The  provisions  related  to accounting for the impairment or disposal of
certain  long-term  customer-relationship  intangible  assets  are  effective on
October  1, 2002.  The adoption of this Statement did not have a material impact
to  the Company's financial position or results of operations as the Company has
not  engaged  in  either  of  these  activities.

SFAS  148

In December 2002, the FASB issued Statement No. 148, "Accounting for Stock-Based
Compensation-Transition  and  Disclosure",  which amends FASB Statement No. 123,
Accounting  for  Stock-Based  Compensation,  to  provide  alternative methods of
transition  for  a voluntary change to the fair value based method of accounting
for  stock-based  employee  compensation. In addition, this Statement amends the
disclosure  requirements  of  Statement  123 to require prominent disclosures in
both  annual and interim financial statements about the method of accounting for
stock-based  employee compensation and the effect of the method used on reported
results.  The  transition guidance and annual disclosure provisions of Statement
148  are effective for fiscal years ending after December 15, 2002, with earlier
application  permitted  in  certain  circumstances.  The  interim  disclosure
provisions  are  effective for financial reports containing financial statements
for  interim  periods  beginning  after December 15, 2002.  The adoption of this
statement  did not have a material impact on the Company's financial position or
results of operations as the Company has not elected to change to the fair value
based  method  of  accounting  for  stock-based  employee  compensation.

FIN  45

In  November  2002,  the  FASB  issued  FASB Interpretation No. 45, "Guarantor's
Accounting  and  Disclosure  Requirements  for  Guarantees,  Including  Indirect
Guarantees  of  Indebtedness  of  Others"  (FIN  45).  FIN 45 requires that upon
issuance  of  a  guarantee,  a guarantor must recognize a liability for the fair
value  of  an  obligation  assumed  under  a  guarantee.  FIN  45  also requires
additional  disclosures  by  a  guarantor  in  its  interim and annual financial
statements  about  the  obligations  associated  with  guarantees  issued.  The
recognition  provisions  of  FIN  45  are effective for any guarantees issued or
modified  after December 31, 2002. The disclosure requirements are effective for
financial  statements  of  interim  or  annual periods ending after December 15,
2002.  The  adoption  of  FIN45 is not expected to have a material effect on the
Company's  financial  position,  results  of  operations,  or  cash  flows.

FIN  46

In  January  2003,  the  FASB  issued  Interpretation  No. 46, "Consolidation of
Variable Interest Entities." Interpretation 46 changes the criteria by which one
company  includes  another  entity  in  its  consolidated  financial statements.
Previously,  the  criteria  were  based  on  control  through  voting  interest.
Interpretation  46  requires  a variable interest entity to be consolidated by a
company  if  that  company is subject to a majority of the risk of loss from the
variable  interest  entity's activities or entitled to receive a majority of the
entity's  residual  returns  or  both.  A  company  that consolidates a variable
interest  entity  is  called  the  primary  beneficiary  of  that  entity.  The
consolidation  requirements  of  Interpretation 46 apply immediately to variable
interest entities created after January 31, 2003. The consolidation requirements
apply  to  older  entities  in the first fiscal year or interim period beginning
after  June  15,  2003.  Certain  of  the  disclosure  requirements apply in all
financial  statements  issued  after  January  31,  2003, regardless of when the
variable  interest  entity  was  established.  The  Company  does not expect the
adoption  to  have  a  material  impact  to  the Company's financial position or
results  of  operations.

NOTE  6.  REVENUE  RECOGNITION  RELATED  TO  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." In
assessing  whether  revenue  should be reported gross with a separate display of
cost  of  sales  to arrive at gross profit or on a net basis, the Securities and
Exchange  Commissions  (SEC) staff considers whether the registrant: (1) acts as
principal in the transaction; (2) takes title to the products; (3) has risks and
rewards  of  ownership,  such  as  the risk of loss for collection, delivery, or
returns;  and  (4)  acts  an a gent or broker (including performing services, in
substance,  as  an  agent  or  broker)  with compensation on a commission or fee
basis.  If the company performs as an agent or broker without assuming the risks
and  rewards of ownership of the goods, sales should be reported on a net basis.

The  Company's  revenues  are derived from comprehensive service fees, which are
based  upon  each  worksite  employee's  gross  pay  and  a markup computed as a
percentage  of  the  gross  pay.  The  Company  includes  the  component  of the
comprehensive  service  fees  related to the gross pay of its worksite employees

In accordance with the EITF consensus, the Company believes it is deemed to be a
principal  in its personnel management services because it assumes a significant
number  of  risks  as  a  co-employer  of its worksite employees. Among the more
significant  of  those risks is the Company's assumption of risk for the payment
of  its  direct  costs,  including  the  gross  pay  of  its worksite employees,
regardless  of  whether  our  clients  pay their comprehensive service fees on a
timely  basis  or  at  all.

The  Company  offers  and/or  provides  health  insurance  coverage,  workers'
compensation  insurance  coverage,  and other services to its worksite employees
through  a  national  network of carriers and suppliers of its choosing and pass
these  costs plus mark-up on to its clients. The Company establishes the selling
price to its clients. There is no fixed selling price. The Company's charges for
such  services  are  included  in its service fees. Since the Company performs a
service ordered by clients such that the selling price is greater as a result of
the Company's efforts, that fact is indicative that the Company should recognize
revenue  gross.

The  Company is involved in determining the nature, type, and characteristics of
its service to its clients and worksite employees, which also indicates that the
Company  should  record  revenue  gross.  As  a  PEO,  the  Company  provides
comprehensive  personnel  management  services  based  upon  a  Client  Service
Agreement  with  clients  that  causes the Company to become a co-employer. This
arrangement  creates  a  liability  on  the  part  of the Company related to all
compensation  requirements  of  its client. As a PEO, the Company offers a broad
range  of  services,  including  benefits and payroll administration, health and
workers' compensation insurance programs, personnel records management, employer
liability management, employee recruiting and selection, performance management,
and  training  and  development.

The  company  and its clients establish common law employment relationships with
worksite  employees. Each has a right to independently decide whether to hire or
discharge an employee. Each has a right to direct and control worksite employees
- the Company directs and controls worksite employees in matters involving human
resource  management and compliance with employment laws, and the client directs
and  controls  worksite  employees in manufacturing, production, and delivery of
its  products  and  services.

The  Company's  clients  provide  worksite  employees  with  the  tools,
instrumentalities,  and  place  of  work.  The  Company  ensures  that  worksite
employees are provided with a workplace that is safe, conducive to productivity,
and  operated  in  compliance with employment laws and regulations. In addition,
the  Company  provides  worksite employees with workers' compensation insurance,
unemployment  insurance  and  a  broad  range  of  employee  benefits  programs.

The  Company  manages  its  employment  liability  exposure  by  monitoring  and
requiring  compliance  with  employment laws, developing policies and procedures
that  apply  to  worksite  employees,  supervising  and  disciplining  worksite
employees, exercising discretion related to hiring new employees, and ultimately
terminating  worksite  employees  who  do  not comply with Company requirements.

While  the  Company  does not specifically establish wage levels, it is directly
involved  in  decisions  related  to  benefits  (including  insurance,  workers'
compensation,  and  other  benefits)  provided  to worksite employees. As stated
above,  the  Company is involved in worksite employee acceptability standards as
they  relate  to  employment laws, policies and procedures, worksite supervision
and  discipline,  and  procedures  and  policies  for  hiring  new  employees.

The  Company's  Client  Services  Agreement  calls  for  payment  of  net wages,
insurance  and  benefits  costs,  taxes  due  to  federal,  state,  and  local
authorities,  ancillary  services (on a case-by-case basis) and a management fee
for the Company's services, which is negotiated with each Agreement. The Company
does  not  charge  fees  on  a  "per  transaction"  basis.

The  Company  generally  requires its clients to pay their comprehensive service
fees  (including  salaries,  wages,  workers'  compensation and other insurance,
other  benefits,  and  management  fees)  no  later  than  one  day prior to the
applicable payroll date. The Company maintains the right to terminate its Client
Service  Agreement  and associated worksite employees, or to require prepayment,
letters  of  credit  or  other  collateral,  upon  deterioration  in  a client's
financial  position  or  upon  nonpayment  by  a  client.

The  Company  maintains  an allowance for doubtful accounts for estimated losses
resulting  from  the  inability  of its clients to pay the comprehensive service
fees. The Company believes that the success of its business is heavily dependent
on  its ability to collect these comprehensive service fees for several reasons,
including  (i)  the  large volume and dollar amount of transactions processed by
the  Company;  (ii)  the periodic and recurring nature of payroll and associated
costs  of benefits and other services; and (iii) the fact that the Company is at
risk  for  the payment of its direct costs regardless of whether its clients pay
their  comprehensive  service  fees.  To  mitigate  this  risk,  the Company has
established  very  tight  credit  policies.

As a result of these efforts, the outstanding balance of accounts receivable and
subsequent  losses  related  to  client  nonpayment  has, to date, been low as a
percentage  of  revenues.  However,  if the financial condition of the Company's
clients  were  to  deteriorate  rapidly,  resulting  in  nonpayment,  accounts
receivable  balances  could grow significantly and the Company could be required
to  provide  for  additional  allowances, which would decrease net income in the
period  that  such  determination  was  made.

NOTE  7.  CONVERTIBLE  NOTES  PAYABLE

On  December  12,  2000,  the  Company  entered into a Convertible Note Purchase
Agreement  with  Amro International, S.A., Balmore Funds, S.A. and Celeste Trust
Reg.  Pursuant  to  this  agreement,  the Company sold to each of the purchasers
convertible  promissory  notes  in  the  aggregate  principal amount of $850,000
bearing  interest  at the rate of eight percent (8%) per annum, due December 12,
2003, each convertible into shares of the Company's common stock. Interest shall
be  payable, at the option of the purchasers, in cash or shares of common stock.
At  any time after the issuance of the notes, each note is convertible into such
number  of  shares of common stock as is determined by dividing (a) that portion
of the outstanding principal balance of the note as of the date of conversion by
(b)  the  lesser  of (x) an amount equal to seventy percent (70%) of the average
closing bid prices for the three (3) trading days prior to December 12, 2000 and
(y)  an  amount equal to seventy percent (70%) of the average closing bid prices
for  the  three (3) trading days having the lowest closing bid prices during the
thirty  (30)  trading  days  prior  to  the  conversion  date.  The  Company has
recognized  interest  expense  of $364,000 relating to the beneficial conversion
feature  of  the above notes. Additionally, the Company issued a warrant to each
of the purchasers to purchase 502,008 shares of the Company's common stock at an
exercise  price  equal  to  $1.50  per  share.  The  purchasers may exercise the
warrants  through  December  12, 2005. During fiscal year 2001, notes payable of
$675,000  were  converted  into  the  Company's  common  stock.

On July 26, 2001, the Company entered into a convertible note purchase agreement
with  certain  investors whereby the Company sold to the investors a convertible
debenture  in  the  aggregate principal amount of $1,000,000 bearing interest at
the  rate  of  eight percent (8%) per annum, due July 26, 2004, convertible into
shares  of our common stock. Interest is payable, at the option of the investor,
in  cash or shares of our common stock. The note is convertible into such number
of  shares  of our common stock as is determined by dividing (a) that portion of
the  outstanding  principal balance of the note by (b) the conversion price. The
conversion  price  equals  the lesser of (x) $1.30 and (y) 70% of the average of
the  3  lowest  closing  bid  prices  during  the  30  trading days prior to the
conversion  date.  Additionally, we issued a warrant to the investor to purchase
769,231  shares  of  our  common  stock  at an exercise price equal to $1.30 per
share.  The  investor  may  exercise  the  warrant  through  July  26, 2006.  In
accordance  with  EITF 00-27, the Company first determined the value of the note
and  the  fair  value  of the detachable warrants issued in connection with this
convertible  debenture.  The proportionate value of the note and the warrants is
$492,000  and  $508,000, respectively.  The value of the note was then allocated
between  the  note and the preferential conversion feature, which amounted to $0
and $492,000, respectively. During the quarter ended March 31, 2003, the Company
converted  $30,000  into  common  stock.

On  September  21,  2001,  the  Company entered into a convertible note purchase
agreement  with  an  investor  whereby  we  sold  to  the investor a convertible
promissory  note  in the aggregate principal amount of $300,000 bearing interest
at the rate of eight percent (8%) per annum, due September 21, 2004, convertible
into  shares  of  our  common  stock.  Interest is payable, at the option of the
investor,  in  cash  or shares of our common stock. The note is convertible into
such  number of shares of our common stock as is determined by dividing (a) that
portion  of  the outstanding principal balance of the note by (b) the conversion
price.  The  conversion price equals the lesser of (x) $0.532 and (y) 70% of the
average  of  the 3 lowest closing bid prices during the 30 trading days prior to
the  conversion  date.  Additionally,  we  issued  a  warrant to the investor to
purchase  565,410 shares of our common stock at an exercise price equal to $0.76
per share. The investor may exercise the warrant through September 21, 2006.  In
December  2001, $70,000 of this note was converted into 209,039 shares of common
stock  and  in  the first quarter of fiscal 2003, the debenture holder requested
that  the  conversion  be rescinded.  The Company honored the request and shares
have  been returned and the outstanding principal balance due under the note has
been  increased  to  $300,000.  In accordance with EITF 00-27, the Company first
determined  the  value of the note and the fair value of the detachable warrants
issued  in  connection with this convertible debenture.  The proportionate value
of  the note and the warrants is $106,000 and $194,000, respectively.  The value
of  the note was then allocated between the note and the preferential conversion
feature  which  amounted  to  $0  and  $194,000,  respectively.

On  November  7,  2001,  the  Company  entered  into a convertible note purchase
agreement  with  an  investor  whereby  we  sold  to  the investor a convertible
promissory  note  in the aggregate principal amount of $200,000 bearing interest
at  the  rate of eight percent (8%) per annum, due November 7, 2004, convertible
into  shares  of  our  common  stock.  Interest is payable, at the option of the
investor,  in  cash  or shares of our common stock. The note is convertible into
such  number of shares of our common stock as is determined by dividing (a) that
portion  of  the outstanding principal balance of the note by (b) the conversion
price.  The  conversion price equals the lesser of (x) $0.532 and (y) 70% of the
average  of  the 3 lowest closing bid prices during the 30 trading days prior to
the  conversion  date.  Additionally,  we  issued  a  warrant to the investor to
purchase  413,534 shares of our common stock at an exercise price equal to $0.76
per  share.  The investor may exercise the warrant through November 7, 2006.  In
accordance  with  EITF 00-27, the Company first determined the value of the note
and  the  fair  value  of the detachable warrants issued in connection with this
convertible  debenture.  The proportionate value of the note and the warrants is
$92,000  and  $108,000,  respectively.  The value of the note was then allocated
between  the  note and the preferential conversion feature, which amounted to $0
and  $92,000,  respectively.

On  January  22,  2002,  the  Company  entered  into a convertible note purchase
agreement  with  an  investor  whereby  we  sold  to  the investor a convertible
promissory  note  in the aggregate principal amount of $500,000 bearing interest
at  the  rate of eight percent (8%) per annum, due January 22, 2003, convertible
into  shares  of  our  common  stock.  Interest is payable, at the option of the
investor,  in  cash  or shares of our common stock. The note is convertible into
such  number of shares of our common stock as is determined by dividing (a) that
portion  of  the outstanding principal balance of the note by (b) the conversion
price.  The  conversion price equals the lesser of (x) $0.332 and (y) 70% of the
average  of  the 3 lowest closing bid prices during the 30 trading days prior to
the  conversion  date.  Additionally,  we  issued  a  warrant to the investor to
purchase  3,313,253  shares  of  our  common stock at an exercise price equal to
$0.332  per  share.  The  investor  may exercise the warrant through January 22,
2009.  In  accordance with EITF 00-27, the Company first determined the value of
the note and the fair value of the detachable warrants issued in connection with
this  convertible  debenture.  The  proportionate  value  of  the  note  and the
warrants is $101,000 and $399,000, respectively.  The value of the note was then
allocated  between  the  note  and  the  preferential  conversion feature, which
amounted  to  $0  and $101,000, respectively. During the quarter ended March 31,
2003,  the  Company  converted  $22,129  into  common  stock.

All  the  convertible  debentures  are  shown  as  a  current  liability  in the
accompanying  consolidated  balance  sheets  since each debenture is convertible
into  common  stock  at  any  time.

NOTE  8.  STOCK  ISSUANCES

Amendment  To  The  Certificate  Of  Incorporation.
---------------------------------------------------

On September 28, 2001, the Company's shareholders authorized an amendment to the
Certificate  of Incorporation to: (i) effect a stock combination (reverse split)
of  the Company's common stock in an exchange ratio to be approved by the Board,
ranging  from one (1) newly issued share for each ten (10) outstanding shares of
common  stock  to  one  (1)  newly issued share for each twenty (20) outstanding
shares  of  common  stock  (the  "Reverse  Split");  and  (ii)  provide  that no
fractional  shares  or  scrip representing fractions of a share shall be issued,
but  in  lieu  thereof,  each  fraction  of  a  share that any shareholder would
otherwise be entitled to receive shall be rounded up to the nearest whole share.
There  will  be  no  change  in the number of the Company's authorized shares of
common  stock  and  no  change  in  the  par  value  of a share of Common Stock.

On  August  9,  2002, the Company's board of directors approved and effected a 1
for  20  reverse  stock  split.  All  share  and  per  share  data  have  been
retroactively  restated  to  reflect  this  stock  split.
During  the  quarter, ITEC issued 12,190,013 common shares to holders of $88,129
of  convertible  notes  payable  at  an  average conversion price of  $0.007 per
share.  420,334  common  shares  were issued pursuant to these notes payable for
$2,781  of  interest.

Stock  Issuances
----------------

During the quarter ended March 31, 2003, ITEC issued 4,020,000 common shares for
legal  and  consulting  services at an average market price of  $0.01 per share.
The  Company  recognized  $56,300  in  expenses.

During  the  quarter  ended March 31, 2003, the Company issued 12,500,000 common
shares  for  the  acquisition  of approximately 85% of the outstanding shares of
Quik  Pix,  Inc  with  a  total  value  of  $150,000.

During  the  quarter  ended March 31, 2003, the Company issued 500,000 shares to
two  former  employees  for  service  with  a  total  value  of  $7,500.

During the quarter ended March 31, 2003, the Company issued 12,407,156 shares of
common  stock to convert $88,129 outstanding convertible note balance and $2,781
of  accrued  interest.

During  the  nine  months  ended  March  31,  2003, the Company issued 2,830,000
warrants  to  outside  consultants.  The  Company  has  recognized an expense of
$70,198  for the fair value of the warrants.  The Company used the Black-Scholes
option pricing model to value the warrants, with the following assumptions:  (i)
no  expected dividends; (ii) a risk-free rate of 3.5%; (iii) expected volatility
of  179%  and  (iv)  an  expected  life  of  .25  years.

NOTE  9.  BUSINESS  ACQUISITIONS

The  Company completed the acquisition of Dream Canvas Technology, Inc. (DCT) in
October  2002 and paid the sum of $40,000 with the issuance of 100,000 shares of
its  common  stock.  In December 2002 the Company sold DCT to Baseline Worldwide
Limited  for $75,000 in cash. The Company reported this transaction on Form 8-K,
filed  on  December  19,  2002,  which  is  incorporated  by  reference.

On  January  14,  2003,  the  Company  completed  the  acquisition  of  shares,
representing controlling interest, of Greenland Corporation (Greenland) and Quik
Pix, Inc. (QPI).  The terms of the acquisitions were disclosed on Form 8-K filed
January  21,  2003,  and  incorporated  by  reference.

Under  the  terms  of  the  Greenland  acquisition,  ITEC  acquired  all  of the
19,183,390  shares  of  common  stock of Greenland; and paid for the exercise of
warrants  to  purchase 95,319,510 shares of Greenland common stock. The purchase
price  was  $2,250,000 in the form of a promissory note payable to Greenland and
is  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 promissory note of $2,250,000 is
payable  to  Greenland  Corporation  and is eliminated during the consolidation.

The  warrants  have  been  exercised. 115.1 million Greenland common shares were
issued to ITEC and delivered pursuant to the terms of the Closing Agreement. The
conditions  of  the  exercise of warrants pursuant to the Closing Agreement have
been  met.  Accordingly,  ITEC  holds  voting  rights to 115.1 million shares of
Greenland  common  stock,  representing  84%  of the total outstanding Greenland
common  shares  at  May  16,  2003.

On  January  14,  2003,  four new directors were elected to serve on Greenland's
Board  of  Directors  as  nominees  of ITEC. As of the date of this report, ITEC
holds  four  seats of seven. Greenland's Chief Executive Officer, Thomas Beener,
remains  in  his  position.  Brian  Bonar,  ITEC's  CEO  serves  as  Chairman of
Greenland's  Board  of  Directors.

The  purchase  price  was  determined  through analysis of Greenland's financial
reports  as  filed with the Securities and Exchange Commission and the potential
future  performance of Greenland's ExpertHR subsidiary. The total purchase price
was  arrived  at  through  negotiations.

Greenland's ExpertHR subsidiary provides professional employer services (PEO) to
niche markets. Greenland's Check Central subsidiary is an information technology
company  that  has developed the Check Central Solutions' transaction processing
system  software  and  related  MAXcash  Automated  Banking Machine  (ABM  kiosk
designed  to  provide  self-service check cashing and ATM-banking functionality.
Greenland's  common  stock  trades  on  the  OTC Bulletin Board under the symbol
GREENLAND.

Pursuant  to  the terms of the Agreement, the actual purchase price was $0 based
on  the  stated  purchase  price of $2,250,000 per the agreement less promissory
note  payable  to  $2,250,000  to  Greenland,  which  was  eliminated  in  the
consolidation.
The  operating  results  of Greenland beginning January 14, 2003 are included in
the  accompanying  consolidated  statements  of  operations
The  total  purchase  price was valued at approximately $0 and is summarized and
allocated  as  follows:

<TABLE>
<CAPTION>
<S>                                          <C>
Other current assets. . . . . . . . . . . .  $            4,000
Property and equipment. . . . . . . . . . .              90,000
Other non-current assets. . . . . . . . . .              18,000
Accounts payable and accrued
    expenses, and other current liabilities          (3,202,000)
Other long-term liabilities . . . . . . . .             (28,000)
Goodwill. . . . . . . . . . . . . . . . . .           3,118,000
                                             -------------------
Purchase price. . . . . . . . . . . . . . .  $                -
                                             ===================
</TABLE>

The  allocation of the purchase price is preliminary and is subject to revision,
which  is  not  expected to be material, based on the final valuation of the net
assets  acquired.  Acquisition  related  cost  were  expensed  as  incurred.

On  January  14,  2003,  ITEC completed its acquisition of 110,000,000 shares of
common stock of QPI. The purchase price was 12,500,000 shares of ITEC restricted
common  stock  valued at $150,000.  In addition, ITEC agreed to pay $45,000 to a
shareholder  of  QPI.

The  purchase price was determined through analysis of QPI's financial condition
and  the  potential  future  performance  of  its business operations. The total
purchase  price  was  arrived  at  through  negotiations.

Established  in  1982,  QPI  is  a  visual marketing support firm. Its principal
product,  Photomotion,  is  patented.  PhotoMotion is a unique color medium that
uses  existing originals to create the illusion of movement and allows for three
to  five  distinct images to be displayed with an existing light box. QPI visual
marketing  products  are  sold to a range of clientele including advertisers and
their  agencies.

Pursuant  to  the terms of the Agreement, the actual purchase price was $195,000
based  on  the fair value of the common stock issued of $150,000 and the payable
of  $45,000  to  a  shareholder  of  Greenland.

The  operating  results  of  QPI  beginning January 14, 2003 are included in the
accompanying  consolidated  statements  of  operations.

The  total purchase price was valued at approximately $195,000 and is summarized
as  follows:

<TABLE>
<CAPTION>
<S>                                          <C>
Other current assets. . . . . . . . . . . .  $    280,067
Property and equipment. . . . . . . . . . .        11,340
Other non-current assets. . . . . . . . . .        18,000
Accounts payable and accrued
    expenses, and other current liabilities    (2,319,372)
Other long-term liabilities . . . . . . . .      (867,998)
Goodwill. . . . . . . . . . . . . . . . . .     3,090,963
                                             -------------
Purchase price. . . . . . . . . . . . . . .  $    195,000
                                             =============
</TABLE>

The  following  unaudited  pro  forma  financial  information  presents  the
consolidated  operations  of  the  Company  as  if  the  acquisitions of QPI and
Greenland  had  occurred  as  of  the  beginning of the periods presented.  This
information  is  provided for illustrative purposes only, and is not necessarily
indicative of the operating results that would have occurred had the Acquisition
been  consummated  at  the  beginnings  of  the  periods  presented,  nor  is it
necessarily  indicative  of  any  future  operating  results.

<TABLE>
<CAPTION>
<S>                                     <C>
(in thousands, except  per share data)   9 Months Ended
                                          March 31, 2003
--------------------------------------    --------------

Net revenue, as reported . . . . . . .  $        10,040
Net revenue, proform . . . . . . . . .  $         11,88

Loss from operations, as reported. . .  $        (2,520)
Loss from operations, proforma . . . .  $        (6,511)

Loss per share, as reported. . . . . .  $         (0.03)
Loss per share, proforma . . . . . . .  $         (0.08)
</TABLE>

Proforma  information  for the nine months ended March 31, 2002 is not available
due  to  the fact that accurate financial information has not been maintained by
QPI.

NOTE  10.  SEGMENT  INFORMATION

     During  the  three-month  and  nine-month  period ended March 31, 2003, the
Company  managed  and  internally  reported  the  Company's  business  as  three
reportable  segments,  principally,  (1) products and accessories, (2) software,
and  (3)  PEO  services.

     Segment  information  for  the  period  ended March 31, 2003 is as follows:

<TABLE>
<CAPTION>
<S>                          <C>         <C>         <C>             <C>
(in thousands)

                             PRODUCTS    SOFTWARE    PEO SERVICES    TOTAL
                                         ----------  --------------  --------
3-months
---------------------------
    Revenues. . . . . . . .  $     162   $      62   $       4,096   $ 4,320
    Operating income (loss)         (5)        (65)           (730)     (800)

9-months
---------------------------
    Revenues. . . . . . . .  $     742   $     241   $       9,057   $10,040
    Operating income (loss)        (58)       (265)         (2,751)   (3,074)
</TABLE>

     Additional  information regarding revenue by products and service groups is
not  presented  because  it  is  currently impracticable to do so due to various
reorganizations  of the Company's accounting systems. A comprehensive accounting
system  is  being  implemented  that  should  enable  the Company to report such
information  in  the  future.

     During  the  three months and nine months ended March 31, 2003, no customer
accounted  for  more  than  10%  of  consolidated  accounts  receivable or total
consolidated  revenues.

NOTE  11.  EXTINGUISHMENT  OF  DEBT

During  the  three  months  ended  March  31,  2003,  the  Company had a gain on
extinguishment  of  debt  of  $1.17  million  associated  with the conversion of
Convertible  Debentures  of Quik Pix, Inc. The QPI Debentures were retired using
the  12,500,000  shares  of  ITEC  common  stock for the purchase of 110,000,000
shares  of  QPI.

During  the  period  ended  December 31, 2002, the Company reviewed its accounts
payable  and determined that an amount of $656,000 was associated with unsecured
creditors  who  no longer consider such amounts currently due and payable.  Such
amount  represented liabilities being released by the creditors; therefore, ITEC
has  been  released  as  the  obligator  of  these  liabilities.  Accordingly,
management  has  elected  to  adjust  its  accounts payable and to classify such
adjustments  as  extinguishment  of  debt.

NOTE  12.  PROFORMA  INFORMATION  UNDER  FASB STATEMENT NO. 148 -"ACCOUNTING FOR
           STOCK-BASED  COMPENSATION-TRANSITION  AND  DISCLOSURE".

Pro forma information regarding the effect on operations is required by SFAS 123
and  SFAS  148,  has  been  determined  as  if the Company had accounted for its
employee  stock  options  under  the  fair  value  method  of  that  statement.

This  option  valuation  model  requires input of highly subjective assumptions.
Because  the Company's employee stock options have characteristics significantly
different  from  those  of traded options, and because changes in the subjective
input assumptions can materially affect the fair value estimate, in management's
opinion,  the  existing  model  does  not  necessarily provide a reliable single
measure  of  fair  value  of  its  employee  stock  options.

For  purposes of SFAS 123 pro forma disclosures, the estimated fair value of the
options  is  amortized  to  expense  over  the  option's  vesting  period.

The  Company did not grant any employee options during the three months and nine
months  ended  March  31,  2003; therefore, proforma information is not provided

<PAGE>
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 statements contained in this Report on
Form  10-Q  that are not purely historical are forward-looking statements within
the  meaning  of  Section  27A  of  the  Securities Act of 1933, as amended, and
Section  21E  of  the  Securities  Exchange  Act  of 1934, as amended, including
statements regarding our expectations, hopes, intentions or strategies regarding
the  future.   Forward-looking  statements  include statements regarding: future
product or product development; future research and development spending and our
product  development  strategies,  and  are generally identifiable by the use of
the  words  "may",  "should",  "expect",  "anticipate",  "estimates", "believe",
"intend",  or  "project"  or the negative thereof or other variations thereon or
comparable  terminology.  Forward-looking  statements  involve known and unknown
risks,  uncertainties  and  other  factors  that  may  cause our actual results,
performance  or  achievements (or industry results, performance or achievements)
expressed  or  implied  by  these  forward-looking  statements  to be materially
different from those predicted. The factors that could affect our actual results
include,  but  are not limited to, the following:  general economic and business
conditions, both nationally and in the regions in which we operate; competition;
changes  in  business strategy or development plans; our inability to retain key
employees;  our  inability  to obtain sufficient financing to continue to expand
operations;  and  changes  in  demand  for  products  by  our  customers.

OVERVIEW

     Imaging  Technologies  Corporation  (ITEC) develops and distributes imaging
software  and distributes digital imaging products. The Company sells a range of
imaging  products  for  use in graphics and publishing, digital photography, and
other niche business and technical markets. Our core technologies are related to
the  design  and  development  of software products that improve the accuracy of
color  reproduction.

     In  November  2001,  we  embarked  on  an expansion program to provide more
services  to  help  with  tasks  that  have  negatively  impacted  the  business
operations  of  its existing and potential customers. To this end, ITEC, through
strategic  acquisitions,  became  a  professional employer organization ("PEO").

     ITEC  now  provides comprehensive personnel management services through its
wholly-owned  SourceOne  Group  and  EnStructure  subsidiaries.  Each  of  these
subsidiaries  provides a broad range of services, including benefits and payroll
administration,  health  and workers' compensation insurance programs, personnel
records  management, and employer liability management to small and medium-sized
businesses.

     In  May 2002, ITEC entered into an agreement to acquire Dream Canvas, Inc.,
a  Japanese  corporation  that  has  developed  machines  currently used for the
automated  printing of custom stickers, popular in the Japanese consumer market.
We  completed  the acquisition of Dream Canvas Technology, Inc. (DCT) in October
2002  and  paid  the  sum  of $40,000 with the issuance of 100,000 shares of its
common  stock.  In  December  2002  the  Company  sold DCT to Baseline Worldwide
Limited  for $75,000 in cash. We reported this transaction on Form 8-K, filed on
December  19,  2002, which is incorporated by reference. (Also see Note 9 to the
Consolidated  Financial  Statements.)

     In  July  2002,  ITEC  entered  into  an  agreement  to acquire controlling
interest  in  Quik  Pix,  Inc.  ("QPI").  QPI  shares are traded on the National
Quotation  Bureau  Pink  Sheets  under the symbol QPIX.  On January 14, 2003, we
completed  the acquisition of shares, representing controlling interest, of Quik
Pix, Inc. The terms of the acquisitions were disclosed on Form 8-K filed January
21,  2003,  and  incorporated  by  reference.

     In  August  2002,  ITEC  entered  into  an agreement to acquire controlling
interest in Greenland Corporation. Greenland shares are traded on the Electronic
Bulletin  Board  under  the  symbol  GRLC. On January 14, 2003, we completed the
acquisition  of  shares,  representing  controlling  interest, of Greenland. The
terms of the acquisitions were disclosed on Form 8-K filed January 21, 2003, and
incorporated  by  reference.

     Our  business continues to experience operational and liquidity challenges.
Accordingly, year-to-year financial comparisons may be of limited usefulness now
and  for  the next several periods due to anticipated changes in our business as
these  changes  relate  to  potential acquisitions of new businesses, changes in
product  lines,  and  the  potential  for  suspending  or  discontinuing certain
components  of  the  business.

     Our  current  strategy  is: to expand its PEO business and to commercialize
our  own  technology,  which  is  embodied  in  its  ColorBlind Color Management
software  and  other  products  obtained  through  strategic  acquisitions.

     To  successfully  execute its current strategy, we will need to improve our
working  capital  position.  The report of our independent auditors accompanying
our  June  30,  2002  financial  statements  includes  an  explanatory paragraph
indicating  there  is  a substantial doubt about ITEC's ability to continue as a
going  concern,  due  primarily  to the decreases in our working capital and net
worth. We plan to overcome the circumstances that impact our ability to remain a
going  concern  through  a  combination  of  achieving  profitability,  raising
additional  debt  and  equity financing, and renegotiating existing obligations.

     Since the removal of the court appointed operational receiver in June 2000,
we  have  been  able  to  reestablish relationships with some past customers and
distributors and to establish relationships with new customers. Additionally, we
have been working to reduce costs through the reduction in staff, the suspension
of certain research and development programs, such as the design and manufacture
of  controller  boards  and  printers,  and  the suspension of product sales and
marketing  programs  related  to  office  equipment  and  services in favor of a
greater  concentration  on  its  PEO and imaging software businesses. We began a
program  to  reduce  our debt through debt to equity conversions. We continue to
pursue  the  acquisition  of  businesses  that  will  grow  our  business.

     There  can  be  no assurance, however, that we will be able to complete any
additional  debt  or equity financings on favorable terms or at all, or that any
such  financings,  if  completed,  will  be  adequate  to  meet  our  capital
requirements.  Any additional equity or convertible debt financings could result
in  substantial  dilution  to  our  shareholders.  If  adequate  funds  are  not
available,  we  may be required to delay, reduce or eliminate some or all of our
planned  activities,  including  any  potential  mergers  or  acquisitions.  Our
inability  to fund our capital requirements would have a material adverse effect
on  the  Company.  Also  see  "Liquidity  and Capital Resources." and "Risks and
Uncertainties  -  Future  Capital  Needs."

RESTRUCTURING  AND  NEW  BUSINESS  UNITS

     From  August  20, 1999 until June 21, 2000, we were under the control of an
operational receiver, appointed by the Court pursuant to litigation between ITEC
and  Imperial  Bank.  The  litigation  has  been  dismissed  and  management has
reassumed  control.  However,  management  did  not have operational control for
nearly  all  of  fiscal  2000.

     In  July  2001,  we  suspended  our  printer  controller  development  and
manufacturing  operations  in  favor of selling products from other companies to
its  customers.

     In October 2002, we suspended our sales and marketing activities associated
with  the  distribution  of  office  products,  including  printers,  scanners,
plotters,  and  computer  networking  devices.

ACQUISITION  AND  SALE  OF  BUSINESS  UNITS

     In  December 2000, we acquired all of the shares of EduAdvantage.com, Inc.,
an  internet  sales  organization  that  sells  computer  hardware  and software
products  to  educational  institutions  and  other  customers via its websites:
www.eduadvantage.com  and  www.soft4u.com.  During  fiscal  2001,  we  began
integrating  EduAdvantage  operations.  However,  these operations have not been
profitable  and  we  are  evaluating  the  future  of  this  business  unit.

     In  October  2001,  we  acquired  certain assets, for stock, related to our
office  products  and  services  business  activities,  representing $250,000 of
inventories,  fixed  assets,  and  accounts  receivable. We have since suspended
these  operations  in  favor of concentrating on its software and PEO businesses
and  the  products  and  services  offered  by  its  recent  acquisitions.

     In November 2001, we acquired SourceOne Group, Inc. (SOG) and operate it as
a  wholly-owned  subsidiary.  SOG  provides PEO services, including benefits and
payroll  administration,  health  and  workers' compensation insurance programs,
personnel  records  management,  and  employer liability management to small and
medium-sized  businesses.

     In  March  2002,  we acquired all of the outstanding shares of EnStructure,
Inc.  ("EnStructure),  a  PEO  company,  for  restricted  ITEC common stock. The
purchase  price  may  be  increased  or  decreased  based  upon  EnStructure's
representations  of  projected  revenues  and  profits, which are defined in the
acquisition  agreement,  which  was exhibited as part of the Company's Form 8-K,
dated  March  28,  2002.  EnStructure  is operated as a wholly-owned subsidiary.

     In  May 2002, we entered into an agreement to acquire Dream Canvas, Inc., a
Japanese  corporation  that  has  developed  machines  currently  used  for  the
automated  printing of custom stickers, popular in the Japanese consumer market.
We  completed  the acquisition of Dream Canvas Technology, Inc. (DCT) in October
2002  and  paid  the  sum  of $40,000 with the issuance of 100,000 shares of its
common  stock.  In December 2002, we sold  DCT to Baseline Worldwide Limited for
$75,000 in cash. We reported this transaction on Form 8-K, filed on December 19,
2002.

     In  July 2002, we entered into an agreement to acquire controlling interest
in  Quik  Pix,  Inc.  ("QPI").  QPI  shares are traded on the National Quotation
Bureau Pink Sheets under the symbol QPIX.  On January 14, 2003, we completed the
acquisition  of  shares, representing controlling interest, of QPI. The terms of
the  acquisitions  were  disclosed  on  Form  8-K  filed  January  21,  2003.

     In  August  2002,  we  entered  into  an  agreement  to acquire controlling
interest in Greenland Corporation. Greenland shares are traded on the Electronic
Bulletin  Board  under  the  symbol  GRLC. On January 14, 2003, we completed the
acquisition  of  shares,  representing  controlling  interest, of Greenland. The
terms  of  the  acquisitions  were  disclosed on Form 8-K filed January 21, 2003

SIGNIFICANT  ACCOUNTING  POLICIES  AND  ESTIMATES

     Management's  Discussion and Analysis of Financial Condition and Results of
Operations  discusses  our  consolidated  financial  statements, which have been
prepared  in  accordance  with  accounting  principles generally accepted in the
United  States  of  America.  The  preparation  of  these consolidated financial
statements  requires  us  to  make  estimates  and  assumptions  that affect the
reported  amounts  of  assets  and  liabilities  at the date of the consolidated
financial  statements  and  the reported amounts of revenues and expenses during
the  reporting  period.  On  an  on-going  basis,  we evaluate our estimates and
judgments,  including those related to allowance for doubtful accounts, value of
intangible  assets and valuation of non-cash compensation. We base our estimates
and  judgments  on  historical  experiences and on various other factors that we
believe  to be reasonable under the circumstances, the results of which form the
basis  for  making  judgments about the carrying value of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from
these  estimates under different assumptions or conditions. The most significant
accounting  estimates  inherent in the preparation of our consolidated financial
statements  include  estimates  as  to the appropriate carrying value of certain
assets  and  liabilities  which  are  not  readily  apparent from other sources,
primarily  allowance  for  doubtful  accounts and estimated fair value of equity
instruments  used  for  compensation. These accounting policies are described at
relevant  sections  in  this  discussion  and  analysis  and in the notes to the
consolidated financial statements included in our Annual Report on Form l0-K for
the  fiscal  year  ended  June  30,  2002.

RESULTS  OF  OPERATIONS

Revenues
--------

     Revenues  were  $4.3  million  and  $9.4 million for the three-month period
ended  March  31, 2003 and 2002, respectively, a decrease of $5.1 million (54%).
For  the nine-month period ended March 31, 2003 and 2002, respectively, revenues
were  $10  million  and  $18.6  million,  a  decrease of $8.6 million (46%). The
decrease  in  revenues was due primarily to changes in the customer structure of
ours  PEO  activities  in  our  Source  One  Group  (SOG)  subsidiary. Since the
acquisition  of  SOG, we have lost several customers due to changes in rates for
services, particularly workers' compensation insurance. Additionally, we elected
to  terminate  certain  customers  due to profitability concerns. New customers,
particularly  related  to ExpertHR, a wholly-owned subsidiary of Greenland, have
been  acquired,  and  more are anticipated, pursuant to signed agreements, which
will contribute to revenues in the fourth quarter of the current fiscal year. We
acquired  a  controlling  interest  in  Greenland  in  January  2003.

IMAGING  PRODUCTS

     Sales  of  imaging  products  were  $162 thousand and $814 thousand for the
three  month  period  ended March 31, 2003 and 2002, respectively, a decrease of
$652 thousand or (80%). For the nine-month period ended March 31, 2003 and 2002,
sales  of  imaging products were $742 thousand and $2.6 million, respectively; a
decrease  of  $1.9  million,  or  72%.  The  decrease  in product sales from the
reported  periods  of  2002  to  2001  was  due  to  the suspension of sales and
marketing  activities  associated  with the resale of office products, including
copiers,  printers,  and  network  solutions.  We  plan  to further evaluate our
position  related  to  product  sales  and  marketing during the fourth quarter.
However,  there  can  be  no  assurance  that product sales will not continue to
decrease  in  the  future.

     Revenue from software sales, licensing fees and royalties were $62 thousand
and  $470  thousand  for  the  three-month  period ended March 31, 2003 and 2002
respectively,  a  decrease  of  $408 thousand, or 87%. For the nine-month period
ended  March 31, 2003 and 2002, respectively, software sales, licensing fees and
royalties were $241 thousand and $820 thousand, respectively, a decrease of $579
thousand,  or  71%.  The  reduction  in software revenues was due to our lack of
sufficient  working capital to support sales and marketing activities. Royalties
from  the licensing of ColorBlind source code are insignificant and are reported
as  part  of  software  sales.

Royalties  and  licensing fees vary from quarter to quarter and are dependent on
the  sales  of  products  sold  by  OEM customers using ITEC technologies. These
revenues,  however,  continue  to  decline,  and  are expected to decline in the
future  due  to  our  focus  on imaging product sales and tour PEO operations as
opposed  to  technology  licensing  activities.

PEO  SERVICES

     PEO  revenues for the three-month period ended March 31, 2003 and 2002 were
$4.1 million and $8.1 million, respectively, a decrease of $4 million (49%). PEO
revenues  for  the  nine-month  period  ended  March 31, 2003 and 2002 were $9.1
million  and  $15.2 million, respectively, a decrease of $6.2 million (41%). The
decrease in revenues was due primarily to changes in the customer structure SOG.
Over  the  past year, we have lost several customers due to changes in rates for
services, particularly workers' compensation insurance. Additionally, we elected
to  terminate  certain  customers  due  to  profitability  concerns.

COST  OF  PRODUCTS  SOLD

     Cost  of  products  sold  were $48 thousand (30% of product sales) and $614
thousand  (75% of product sales) for the three-month period ended March 31, 2003
and 2002, respectively. For the nine-month period ended March 31, 2003 and 2002,
cost  of  products  sold  were  $365  thousand  (49% of product sales) and $1.83
million  (71%  of  product  sales), respectively. The increase in margins is due
primarily to the substantial reduction in product sales for the reported periods
as  a result of the suspension of sales and marketing activities associated with
the  resale  of  office  products,  including  copiers,  printers,  and  network
solutions.

     Cost  of  software,  licenses  and  royalties  were  $9  thousand  (15%  of
associated  revenues)  and  $277  thousand  (59% of associated revenues) for the
three-month  period  ended  March  31,  2003  and  2002,  respectively.  For the
nine-month  period ended March 31, 2003 and 2002, cost of software, licenses and
royalties  were $71 thousand (30% of associated revenues) and $331 thousand (40%
of  associated revenues). Increased in margins are attributable to stabilization
of  retail prices of our ColorBlind software and increased licensing activities,
which  do  not  carry  significant  product  costs.

     Cost  of  PEO  services  were  $3.9  million (95% of PEO revenues) and $7.7
million  (95%  of  PEO revenues) for the three-month period ended March 31, 2003
and 2002, respectively; and $8.3 million (92% of PEO revenues) and $14.5 million
(96%  of  PEO revenues) for the nine-month period ended March 31, 2003 and 2002,
respectively.  The  increase  in  margin is primarily due to the cancellation of
several  unprofitable  clients  and  refining  our  pricing  and  fee structure.

SELLING,  GENERAL  AND  ADMINISTRATIVE  EXPENSES

     Selling,  general  and  administrative expenses have consisted primarily of
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.

     Selling,  general  and  administrative  expenses for the three-month period
ended  March  31,  2003  and  2002,  respectively,  were  $1.2 million and $1.86
million. In the current three-month period, selling, general, and administrative
expenses  decreased  $676  thousand  (36%)  from  the  year-earlier quarter. The
decrease  was  due  primarily  to  reduced  payroll  and  consulting  expenses.

Selling,  general  and  administrative  expenses for the nine-month period ended
March  31,  2003  and 2002, respectively, were $4.3 million and $5.5 million. In
the  current  nine-month period, we reduced selling, general, and administrative
expenses  $1.2  million  (22%)  due  primarily  to  staff  reductions.

COSTS  OF  RESEARCH  AND  DEVELOPMENT

     Costs  of  research  and  development were $68 thousand for the three-month
period  ended  March  31, 2002 and $140 thousand for the nine-month period ended
March  31,  2003. There were no research and development costs in the three- and
nine-month  periods  ended  March  31,  2003.

     We  have  been  reducing our research and development costs during the past
several  quarters.  We  have  suspended  most  of  our engineering and licensing
activities  associated  with  OEM  printer  products  and  have  re-directed our
research  and  development  costs  toward the support of our ColorBlind software
products.

OTHER  INCOME  AND  EXPENSE

     Interest  and  financing costs were $300 thousand and $364 thousand for the
three  months  ended  March  31,  2003 and 2002, respectively. The decrease is a
reduction  in  beneficial  conversions  of  our convertible debt compared to the
year-earlier period. For the nine-months ended March 31, 2003 and 2002, interest
and  financing  costs  totaled  $1.4  million  and  $1.4  million; respectively.

     During  the  three-month  period  ended  March  31,  2003  we had a gain on
extinguishment  of  debt  of  $1.2  million,  which  is  associated  with  debt
conversions  related  to  QPI  pursuant to our acquisition of QPI shares. In the
prior year, we issued 36 million common shares and notes payable of $40 thousand
in  exchange  for  $1.2  million  of  debt,  which  resulted  in  a  gain  on
extinguishments  of  debt  of  $411  thousand.

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.  Additionally,  in  order  to  facilitate  its  growth  and  future
liquidity,  the  Company  has  made  some  strategic  acquisitions.

     As a result of some of the Company's financing activities, there has been a
significant  increase in the number of issued and outstanding shares. During the
three-month  period  ended March 31, 2003, the Company issued an additional 29.6
million  shares.  During the nine-month period ended March 31, 2003, the Company
issued  29.6  million shares. These shares of common stock were issued primarily
for  corporate  expenses  in  lieu  of  cash,  and for the exercise of warrants.

As of March 31, 2003, the Company had negative working capital of $27.2 million,
a decrease in working capital of approximately $6.5 million (31%) as compared to
June  30,  2002,  due  primarily  to  the  Company's net loss in each successive
quarterly  period  since  the  year  ended  June  30,  2002.

Net  cash  provided by operating activities was $300 thousand for the nine-month
period ended March 31, 2003 as compared to net cash used in operating activities
of  $2.7  million  for  the  nine months ended March 31, 2002, an increase of $3
million  or  110%,  due  primarily  to the suspension of cash-intensive business
segments  associated  with  the  sales  of  office  products.

The $91 thousand decrease in cash used in investing activities was due primarily
to cease of any capital expenditures during the nine months ended March 31, 2003
through  its  cost-cutting  activities.

Net  cash  used  in  financing  activities  was $212 thousand for the nine month
period ended March 31, 2003 compared to cash provided by financing activities of
$2.9  million  for  the nine-month period ended March 31, 2003, a decrease of $3
million,  or  105%. The decrease is due primarily to a reduction in the issuance
of  notes  payable  and the reduction in long-term notes payable associated with
our  ability  to  use  revenues  to  fund  more  of  our  operations.

     We  have  no  material  commitments  for  capital  expenditures.  Our  5%
convertible  preferred stock (which ranks prior to ITEC'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, 2003, was
approximately  $342  thousand.

     The  Company's  capital  requirements depend on numerous factors, including
market  acceptance  of  the  Company's  products and services, the resources the
Company  devotes  to  marketing and selling its products and services, and other
factors.  The  report  of  the  Company's  independent auditors accompanying the
Company's  June  30, 2002 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  Consolidated  Financial
Statements.)

RISKS  AND  UNCERTAINTIES

     IF  WE  ARE  UNABLE TO SECURE FUTURE CAPITAL, WE WILL BE UNABLE TO CONTINUE
OUR  OPERATIONS.

     Our  business  has  not  been  profitable  in  the  past  and it may not be
profitable in the future. We may incur losses on a quarterly or annual basis for
a  number of reasons, some within and others outside our control. See "Potential
Fluctuation  in  Our  Quarterly  Performance."  The  growth of our business will
require  the  commitment  of  substantial  capital  resources.  If funds are not
available  from  operations,  we  will  need  additional funds. We 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 we need them. Even if
funds are available, the terms under which the funds are available to us may not
be  acceptable  to  us.  Insufficient  funds  may require us to delay, reduce or
eliminate  some  or  all  of  our  planned  activities.

     To  successfully  execute our current strategy, we will need to improve our
working  capital  position.  The report of our independent auditors accompanying
the  Company's  June  30,  2002  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 our working
capital  and  net  worth.  The  Company plans to overcome the circumstances that
impact  our ability to remain a going concern through a combination of increased
revenues  and  decreased  costs,  with  interim  cash  flow  deficiencies  being
addressed  through  additional  equity  financing.

     IF OUR QUARTERLY PERFORMANCE CONTINUES TO FLUCTUATE, IT MAY HAVE A NEGATIVE
IMPACT  ON  OUR  BUSINESS.

     Our  quarterly operating results can fluctuate significantly depending on a
number  of factors, any one of which could have a negative impact on our results
of  operations.  The  factors  include:  the timing of product announcements and
subsequent  introductions  of  new  or  enhanced  products  by  us  and  by  our
competitors, the availability and cost of products and/or components, the timing
and  mix of shipments of our products, the market acceptance of our new products
and services, seasonality, changes in our prices and in our competitors' prices,
the  timing  of  expenditures for staffing and related support costs, the extent
and  success  of advertising, research and development expenditures, and changes
in  general  economic  conditions.

     We  may  experience  significant  quarterly  fluctuations  in  revenues and
operating  expenses  as we introduce new products and services. Accordingly, any
inaccuracy  in  our forecasts could adversely affect our financial condition and
results  of  operations. Demand for our products and services could be adversely
affected  by  a  slowdown  in the overall demand for imaging products and/or PEO
services.  Our  failure  to  complete  shipments  during  a quarter could have a
material adverse effect on our results of operations for that quarter. Quarterly
results  are not necessarily indicative of future performance for any particular
period.

     THE  MARKET  PRICE  OF  OUR  COMMON  STOCK  HISTORICALLY  HAS  FLUCTUATED
SIGNIFICANTLY.

     Our  stock price could fluctuate significantly in the future based upon any
number  of  factors  such  as:  general  stock  market  trends, announcements of
developments  related  to our business, fluctuations in our operating results, a
shortfall  in  our  revenues or earnings compared to the estimates of securities
analysts,  announcements  of  technological  innovations,  new  products  or
enhancements  by  us  or  our  competitors, general conditions in the markets we
serve,  general  conditions in the worldwide economy, developments in patents or
other  intellectual  property rights, and developments in our relationships with
our  customers  and  suppliers.

     In  addition,  in  recent years the stock market in general, and the market
for  shares  of  technology  and  other  stocks  have  experienced extreme price
fluctuations,  which  have  often been unrelated to the operating performance of
affected  companies.  Similarly,  the  market  price  of  our  common  stock may
fluctuate  significantly  based  upon  factors  unrelated  to  our  operating
performance.

     SINCE  OUR  COMPETITORS HAVE GREATER FINANCIAL AND MARKETING RESOURCES THAN
WE  DO,  WE  MAY  EXPERIENCE  A  REDUCTION  IN  MARKET  SHARE  AND  REVENUES.

     The  markets  for  our  products  and  services  are highly competitive and
rapidly  changing.  Some  of  our  current  and  prospective  competitors  have
significantly  greater  financial,  technical,  manufacturing  and  marketing
resources  than we do. Our ability to compete in our markets depends on a number
of  factors,  some within and others outside our control. These factors include:
the frequency and success of product and services introductions by us and by our
competitors,  the  selling  prices  of  our  products  and  services  and of our
competitors'  products  and services, the performance of our products and of our
competitors'  products,  product  distribution by us and by our competitors, our
marketing  ability and the marketing ability of our competitors, and the quality
of  customer  support  offered  by  us  and  by  our  competitors.

     A  key  element of our strategy is to provide competitively priced, quality
products  and services. We cannot be certain that our products and services will
continue  to  be  competitively priced. We have reduced prices on certain of our
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 reduce
our  gross  margins and may adversely affect our financial condition and results
of  operations.

The  PEO  industry  is  highly  fragmented.  While  many of our competitors have
limited  operations,  there  are  several  PEO  companies equal or substantially
greater  in size than ours. We also encounter competition from "fee-for-service"
companies  such  as  payroll  processing  firms,  insurance companies, and human
resources consultants. The large PEO companies have substantially more resources
than  us  and  provide  a  broader  range  of  resources  than  we  do.

     IF  WE  ACQUIRE COMPLEMENTARY BUSINESSES, WE MAY NOT BE ABLE TO EFFECTIVELY
INTEGRATE  THEM  INTO  OUR  CURRENT OPERATIONS, WHICH WOULD ADVERSELY AFFECT OUR
OVERALL  FINANCIAL  PERFORMANCE.

     In  order  to  grow our business, we may acquire businesses that we believe
are  complementary.  To  successfully  implement this strategy, we must identify
suitable  acquisition  candidates, acquire these candidates on acceptable terms,
integrate  their  operations  and  technology  successfully  with  ours,  retain
existing  customers  and  maintain the goodwill of the acquired business. We may
fail  in  our  efforts  to  implement  one  or more of these tasks. Moreover, in
pursuing  acquisition opportunities, we may compete for acquisition targets with
other companies with similar growth strategies. Some of these competitors may be
larger  and  have  greater financial and other resources than we do. Competition
for  these  acquisition  targets likely could also result in increased prices of
acquisition  targets  and  a  diminished  pool  of  companies  available  for
acquisition.  Our overall financial performance will be materially and adversely
affected  if  we  are  unable  to  manage  internal  or acquisition-based growth
effectively.  Acquisitions  involve  a  number  of risks, including: integrating
acquired  products  and  technologies in a timely manner, integrating businesses
and  employees  with our business, managing geographically-dispersed operations,
reductions  in  our  reported operating results from acquisition-related charges
and  amortization of goodwill, potential increases in stock compensation expense
and  increased  compensation  expense  resulting from newly-hired employees, the
diversion  of  management  attention,  the  assumption  of  unknown liabilities,
potential  disputes  with  the  sellers  of  one  or more acquired entities, our
inability to maintain customers or goodwill of an acquired business, the need to
divest  unwanted  assets  or  products,  and  the possible failure to retain key
acquired  personnel.

     Client satisfaction or performance problems with an acquired business could
also have a material adverse effect on our reputation, and any acquired business
could  significantly  under  perform  relative to our expectations. We cannot be
certain  that  we  will  be  able  to integrate acquired businesses, products or
technologies successfully or in a timely manner in accordance with our strategic
objectives,  which could have a material adverse effect on our overall financial
performance.

In  addition,  if  we  issue  equity  securities as consideration for any future
acquisitions, existing stockholders will experience ownership dilution and these
equity  securities  may have rights, preferences or privileges superior to those
of  our  common  stock.

     IF WE ARE UNABLE TO DEVELOP AND/OR ACQUIRE NEW PRODUCTS IN A TIMELY MANNER,
WE  MAY  EXPERIENCE  A SIGNIFICANT DECLINE IN SALES AND REVENUES, WHICH MAY HURT
OUR  ABILITY  TO  CONTINUE  OPERATIONS.

The  markets  for our products are characterized by rapidly evolving technology,
frequent  new  product  introductions  and  significant  price  competition.
Consequently, short product life cycles and reductions in product selling prices
due  to  competitive pressures over the life of a product are common. Our future
success  will  depend  on our ability to continue to develop new versions of our
ColorBlind  software,  and  to  acquire  competitive  products  from  other
manufacturers.  We  monitor  new  technology  developments  and  coordinate with
suppliers,  distributors and dealers to enhance our products and to lower costs.
If  we  are  unable to develop and acquire new, competitive products in a timely
manner,  our  financial  condition  and  results of operations will be adversely
affected.

IF  THE  MARKET'S ACCEPTANCE OF OUR PRODUCTS CEASES TO GROW, WE MAY NOT GENERATE
SUFFICIENT  REVENUES  TO  CONTINUE  OUR  OPERATIONS.

The  markets  for  our  products are relatively new and are still developing. We
believe  that there has been growing market acceptance for color printers, color
management  software  and  supplies.  We  cannot be certain, however, that these
markets  will  continue  to grow. Other technologies are constantly evolving and
improving.  We cannot be certain that products based on these other technologies
will  not have a material adverse effect on the demand for our products.  If our
products  are  not  accepted  by  the  market,  we  will not generate sufficient
revenues  to  continue  our  operations.

     IF  WE  ARE  FOUND TO BE INFRINGING ON A COMPETITOR'S INTELLECTUAL PROPERTY
RIGHTS  OR  IF WE ARE REQUIRED TO DEFEND AGAINST A CLAIM OF INFRINGEMENT, WE MAY
BE  REQUIRED  TO  REDESIGN  OUR PRODUCTS OR DEFEND A LEGAL ACTION AT SUBSTANTIAL
COSTS  TO  US.

     We  currently hold no patents. Our 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 our
software,  hardware  designs  or  the  integration  of  the  two. We protect our
software  source  code  as  trade  secrets  and make our proprietary source code
available  to  OEM  customers  only  under  limited  circumstances  and specific
security  and  confidentiality  constraints.

     Competitors  may assert that we infringe their patent rights. If we fail to
establish  that we have not violated the asserted rights, we could be prohibited
from  marketing  the  products  that  incorporate the technology and we could be
liable  for  damages.  We  could  also  incur  substantial costs to redesign our
products  or  to defend any legal action taken against us. We have obtained U.S.
registration  for  several  of  our  trade names or trademarks, including: PCPI,
NewGen,  ColorBlind,  LaserImage,  ColorImage,  ImageScript and ImageFont. These
trade  names  are  used  to  distinguish  our  products  in  the  marketplace.

     IF  OUR  DISTRIBUTORS  REDUCE  OR  DISCONTINUE  SALES  OF OUR PRODUCTS, OUR
BUSINESS  MAY  BE  MATERIALLY  AND  ADVERSELY  AFFECTED.

     Our  products are marketed and sold through a distribution channel of value
added  resellers,  manufacturers'  representatives,  retail vendors, and systems
integrators.  We have a network of dealers and distributors in the United States
and  Canada, in the European Community and on the European Continent, as well as
a  growing  number of resellers in Africa, Asia, the Middle East, Latin America,
and  Australia.  We  support  our  worldwide  distribution  network and end-user
customers through operations headquartered in San Diego. As of February 7, 2002,
we  directly  employed 6 individuals involved in marketing and sales activities.

     A  portion  of  our  sales  are  made through distributors, which may carry
competing  product  lines.  These distributors could reduce or discontinue sales
of our products, which could adversely affect us. These independent distributors
may  not devote the resources necessary to provide effective sales and marketing
support  of  our  products.  In  addition,  we  are dependent upon the continued
viability and financial stability of these distributors, many of which are small
organizations  with  limited  capital.  These  distributors,  in  turn,  are
substantially  dependent on general economic conditions and other unique factors
affecting  our  markets.

     INCREASES  IN  HEALTH  INSURANCE PREMIUMS, UNEMPLOYMENT TAXES, AND WORKERS'
COMPENSATION  RATES  WILL  HAVE  A  SIGNIFICANT  EFFECT  ON OUR FUTURE FINANCIAL
PERFORMANCE.

Health  insurance  premiums, state unemployment taxes, and workers' compensation
rates  are, in part, determined by our SourceOne subsidiary's claims experience,
and  comprise  a significant portion of SourceOne's direct costs. We employ risk
management  procedures  in  an attempt to control claims incidence and structure
our  benefits  contracts to provide as much cost stability as possible. However,
should  we  experience  a  large  increase  in claims activity, the unemployment
taxes,  health  insurance  premiums, or workers' compensation insurance rates we
pay  could increase. Our ability to incorporate such increases into service fees
to  clients is generally constrained by contractual agreements with our clients.
Consequently,  we  could  experience  a  delay  before  such  increases could be
reflected  in the service fees we charge. As a result, such increases could have
a  material  adverse effect on our financial condition or results of operations.

WE CARRY SUBSTANTIAL LIABILITY FOR WORKSITE EMPLOYEE PAYROLL AND BENEFITS COSTS.

Under  our  client  service  agreements,  we  become  a  co-employer of worksite
employees  and we assume the obligations to pay the salaries, wages, and related
benefits  costs  and  payroll  taxes  of such worksite employees. We assume such
obligations  as  a  principal, not merely as an agent of the client company. Our
obligations include responsibility for (a) payment of the salaries and wages for
work  performed  by worksite employees, regardless of whether the client company
makes  timely  payment  to  SourceOne  of  the  associated  service fee; and (2)
providing  benefits  to  worksite  employees  even  if the costs incurred by the
SourceOne  to  provide such benefits exceed the fees paid by the client company.
If  a  client  company  does not pay us, or if the costs of benefits provided to
worksite  employees  exceed  the  fees  paid  by  a client company, our ultimate
liability for worksite employee payroll and benefits costs could have a material
adverse  effect  on  the Company's financial condition or results of operations.

AS A MAJOR EMPLOYER, OUR OPERATIONS ARE AFFECTED BY NUMEROUS FEDERAL, STATE, AND
LOCAL  LAWS  RELATED  TO  LABOR,  TAX,  AND  EMPLOYMENT  MATTERS.

By  entering  into a co-employer relationship with employees assigned to work at
client  company locations, we assume certain obligations and responsibilities or
an  employer under these laws. However, many of these laws (such as the Employee
Retirement  Income  Security  Act ("ERISA") and federal and state employment tax
laws)  do  not  specifically  address  the  obligations  and responsibilities of
non-traditional  employers  such as PEOs; and the definition of "employer" under
these  laws is not uniform. Additionally, some of the states in which we operate
have  not  addressed  the  PEO  relationship  for  purposes  of  compliance with
applicable  state  laws  governing  the employer/employee relationship. If these
other  federal or state laws are ultimately applied to our PEO relationship with
our  worksite  employees in a manner adverse to the Company, such an application
could  have  a  material  adverse effect on the Company's financial condition or
results  of  operations.

While  many  states  do not explicitly regulate PEOs, 21 states have passed laws
that  have  licensing  or  registration requirements for PEOs, and several other
states  are considering such regulation. Such laws vary from state to state, but
generally  provide for monitoring the fiscal responsibility of PEOs and, in some
cases,  codify  and  clarify  the  co-employment  relationship for unemployment,
workers'  compensation,  and  other  purposes  under  state law. There can be no
assurance  that  we  will  be  able  to  satisfy licensing requirements of other
applicable  relations  for  all  states. Additionally, there can be no assurance
that  we  will  be  able  to  renew  our  licenses  in  all  states.

THE  MAINTENANCE  OF HEALTH AND WORKERS' COMPENSATION INSURANCE PLANS THAT COVER
WORKSITE  EMPLOYEES  IS  A  SIGNIFICANT  PART  OF  OUR  BUSINESS.

The  current  health and workers' compensation contracts are provided by vendors
with  whom  we have an established relationship, and on terms that we believe to
be  favorable.  While  we believe that replacement contracts could be secured on
competitive  terms without causing significant disruption to our business, there
can  be  no  assurance  in  this  regard.

OUR  STANDARD AGREEMENTS WITH PEO CLIENTS ARE SUBJECT TO CANCELLATION ON 60-DAYS
WRITTEN  NOTICE  BY  EITHER  THE  COMPANY  OR  THE  CLIENT.

Accordingly,  the  short-term  nature  of these agreements make us vulnerable to
potential  cancellations  by  existing  clients,  which  could  materially  and
adversely  affect  our  financial  condition  and  results  of  operations.
Additionally, our results of operations are dependent, in part, upon our ability
to  retain  or  replace client companies upon the termination or cancellation of
our  agreements.

A  NUMBER  OF  LEGAL  ISSUES REMAIN UNRESOLVED WITH RESPECT TO THE CO-EMPLOYMENT
AGREEMENT  BETWEEN  A  PEO  AND  ITS  WORKSITE  EMPLOYEES,  INCLUDING  QUESTIONS
CONCERNING  THE  ULTIMATE  LIABILITY  FOR  VIOLATIONS  OF  EMPLOYMENT  AND
DISCRIMINATION  LAWS.

Our  client  service  agreement  establishes  a  contractual  division  of
responsibilities  between  the  Company  and  our  clients for various personnel
management  matters,  including  compliance  with  and  liability  under various
government  regulations.  However,  because  we  act as a co-employer, we may be
subject  to  liability  for  violations  of  these  or  other laws despite these
contractual  provisions,  even  if  we  do  not  participate in such violations.
Although  our agreement provides that the client is to indemnify the Company for
any  liability  attributable to the conduct of the client, we may not be able to
collect on such a contractual indemnification claim, and thus may be responsible
for  satisfying such liabilities. Additionally, worksite employees may be deemed
to  be agents of the Company, subjecting us to liability for the actions of such
worksite  employees.

     IF  ALL  OF THE LAWSUITS CURRENTLY FILED WERE DECIDED AGAINST US AND/OR ALL
THE JUDGMENTS CURRENTLY OBTAINED AGAINST US WERE TO BE IMMEDIATELY COLLECTED, WE
WOULD  HAVE  TO  CEASE  OUR  OPERATIONS.

     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
us 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 us. On January 31, 2003, we executed a Stipulation of
Settlement,  and  the  matter  will  be  closed  pending the distribution of the
settlement  to  the  plaintiffs.  The defense of this action was tendered to our
insurance  carriers.

     Throughout  fiscal  2000,  2001,  and  2002,  and  through the date of this
filing,  approximately  fifty  trade  creditors  have  made  claims and/or filed
actions  alleging  the  failure  of us to pay our obligations to them in a total
amount  exceeding $3 million. These actions are in various stages of litigation,
with  many resulting in judgments being entered against us. Several of those who
have  obtained  judgments  have filed judgment liens on our assets. These claims
range  in  value  from  less  than one thousand dollars to just over one million
dollars,  with  the  great  majority  being  less  than twenty thousand dollars.
Should  we  be  required to pay the full amount demanded in each of these claims
and  lawsuits,  we  may  have  to  cease  our operations.  However, to date, the
superior  security  interest  held  by Imperial Bank has prevented nearly all of
these  trade  creditors  from  collecting  on  their  judgments.

     IF  OUR  OPERATIONS  CONTINUE  TO  RESULT  IN  A NET LOSS, NEGATIVE WORKING
CAPITAL  AND A DECLINE IN NET WORTH, AND WE ARE UNABLE TO OBTAIN NEEDED FUNDING,
WE  MAY  BE  FORCED  TO  DISCONTINUE  OPERATIONS.

     For  several  recent  periods,  up  through the present, we had a net loss,
negative  working  capital  and a decline in net worth, which raises substantial
doubt about our ability to continue as a going concern. Our losses have resulted
primarily  from  an  inability  to  achieve  revenue targets due to insufficient
working capital. Our ability to continue operations will depend on positive cash
flow,  if  any,  from  future  operations and on our ability to raise additional
funds  through equity or debt financing. Although we have reduced our work force
and  suspended some of our operations, if we are unable to achieve the necessary
product sales or raise or obtain needed funding, we may be forced to discontinue
operations.

     IF  AN OPERATIONAL RECEIVER IS REINSTATED TO CONTROL OUR OPERATIONS, WE MAY
NOT  BE  ABLE  TO  CARRY  OUT  OUR  BUSINESS  PLAN.

     On  August  20,  1999, at the request of Imperial Bank, our primary lender,
the Superior Court, San Diego appointed an operational receiver to us. On August
23,  1999, the operational 65receiver took control of our day-to-day operations.
On  June  21, 2000, the Superior Court, San Diego issued an order dismissing the
operational  receiver as a part of a settlement of litigation with Imperial Bank
pursuant  to  the  Settlement  Agreement  effective  as  of  June 20, 2000.  The
Settlement  Agreement  requires  that  we  make  monthly payments of $150,000 to
Imperial  Bank  until  the indebtedness is paid in full. However, in the future,
without  additional  funding  sufficient  to satisfy Imperial Bank and our other
creditors,  as  well  as  providing  for  our  working  capital, there can be no
assurances that an operational receiver may not be reinstated. If an operational
receiver  is  reinstated, we will not be able to expand our products nor will we
have  complete  control  over  sales  policies  or  the  allocation  of  funds.

     The  penalty  for noncompliance of the Settlement Agreement is a stipulated
judgment  that  allows  Imperial  Bank  to immediately reinstate the operational
receiver  and begin liquidation proceedings against us. We are currently meeting
the  monthly  amount  of $150,000 as stipulated by the Settlement Agreement with
Imperial  Bank.  However,  the  monthly  payments  have been reduced to $100,000
through  January  of  2002.

     THE  DELISTING OF OUR COMMON STOCK FROM THE NASDAQ SMALLCAP MARKET HAS MADE
IT MORE DIFFICULT TO RAISE FINANCING, AND THERE IS LESS LIQUIDITY FOR OUR COMMON
STOCK  AS  A  RESULT.

     The  Nasdaq  SmallCap Market and Nasdaq Marketplace Rules require an issuer
to evidence a minimum of $2,000,000 in net tangible assets, a $35,000,000 market
capitalization  or $500,000 in net income in the latest fiscal year or in two of
the  last  three fiscal years, and a $1.00 per share bid price, respectively. On
October  21,  1999,  Nasdaq  notified us that we no longer complied with the bid
price  and net tangible assets/market capitalization/net income requirements for
continued  listing  on  The  Nasdaq SmallCap Market. At a hearing on December 2,
1999, a Nasdaq Listing Qualifications Panel also raised public interest concerns
relating  to our financial viability.  While the Panel acknowledged that we were
in  technical  compliance  with  the  bid  price  and  market  capitalization
requirements,  the  Panel  was  of the opinion that the continued listing of our
common  stock  on  The  Nasdaq  Stock  Market  was  no  longer appropriate. This
conclusion was based on the Panel's concerns regarding our future viability. Our
common  stock was delisted from The Nasdaq Stock Market effective with the close
of  business  on  March  1,  2000. As a result of being delisted from The Nasdaq
SmallCap  Market,  stockholders  may  find  it more difficult to sell our common
stock.  This  lack  of liquidity also may make it more difficult for us to raise
capital  in  the  future.

     Trading of our common stock is now being conducted over-the-counter through
the  NASD  Electronic  Bulletin  Board  and  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.

     The  Securities  and Exchange Commission adopted regulations that generally
define  a  "penny  stock" as any equity security that has a market price of less
than  $5.00 per share. Additionally, if the equity security is not registered or
authorized  on  a  national securities exchange or the Nasdaq and the issuer has
net  tangible assets under $2,000,000, the equity security also would constitute
a  "penny  stock."  Our  common  stock does constitute a penny stock because our
common  stock  has a market price less than $5.00 per share, our common stock is
no longer quoted on Nasdaq and our net tangible assets do not exceed $2,000,000.
As  our  common  stock  falls  within  the  definition  of  penny  stock,  these
regulations  require the delivery, prior to any transaction involving our common
stock,  of a disclosure schedule explaining the penny stock market and the risks
associated  with  it.  Furthermore,  the  ability  of broker/dealers to sell our
common  stock  and  the  ability of stockholders to sell our common stock in the
secondary  market  would  be  limited. As a result, the market liquidity for our
common  stock  would  be  severely  and  adversely  affected.  We can provide no
assurance that trading in our common stock will not be subject to these or other
regulations  in  the  future,  which  would negatively affect the market for our
common  stock.

ITEM  3.  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK

     Not  applicable.

<PAGE>
PART  II  -  OTHER  INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS

     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
us 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 us. On January 31, 2003, we entered into a Stipulation
of  Settlement  with  the  plaintiffs. We agreed to pay the plaintiffs 5,000,000
shares  of common stock and a $200,000 cash payment (to be paid by our insurance
carriers).  The  defense  of  this  action  has  been  tendered to our insurance
carriers. A hearing is scheduled for May 27, 2003 in order that the Court accept
(or  reject) the Settlement. Accordingly, under SFAS 5, we have not been able to
account  for the associated liability as it does not meet the criteria of SFAS 5
-  the potential liability cannot be accurately determined until after the Court
makes  its final ruling. While we are optimistic that our insurance carrier will
pay  the  cash  portion of the Settlement, we do not have documentation from the
insurance  carrier  to  confirm their position at this time. We will file an 8-K
following  the  disposition  of  this  matter  by  the Court after May 27, 2003.

     On  August  22,  2002,  the Company was sued by its former landlord, Carmel
Mountain  #8 Associates, L.P. or past due rent on its former facilities at 15175
Innovation  Drive,  San  Diego,  CA  92127.

     The  Company  is also a party to a lawsuit filed by Symphony Partners, L.P.
related  to  its  acquisition  of SourceOne Group, LLC. We have hired counsel to
represent  us in this action and believe that the claims against the Company are
without  merit.

     The  Company  is  one  of  dozens  of  companies  sued by The Massachusetts
Institute of Technology, et.al, `related to a patent held by the plaintiffs that
may be related to part of the Company's ColorBlind software. We believe that any
amounts  due  in royalties or otherwise to the plaintiffs by the Company, should
the  Company  be  in  violation  of  said  patent,  would  not  be  material.

     Throughout  fiscal  2000,  2001,  and  2002,  and  through the date of this
filing,  approximately  fifty  trade  creditors  have  made  claims and/or filed
actions  alleging  the  failure  of us to pay our obligations to them in a total
amount  exceeding $3 million. These actions are in various stages of litigation,
with  many resulting in judgments being entered against us. Several of those who
have  obtained  judgments  have filed judgment liens on our assets. These claims
range  in  value  from  less  than one thousand dollars to just over one million
dollars,  with  the  great  majority  being  less  than twenty thousand dollars.

     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

Common  Stock  Warrants
-----------------------

     The  Company,  from  time-to-time, grants warrants to employees, directors,
outside  consultants  and other key persons, to purchase shares of the Company's
common  stock,  at an exercise price equal to no less than the fair market value
of  such  stock on the date of grant. There were no exercises of warrants during
the  period  ended  March  31,  2003.

Stock  Split
------------

     On August 9, 2002, the Company's board of directors approved and effected a
1  for  20  reverse  stock  split.  All  share  and  per  share  data  have been
retroactively  restated  to  reflect  this  stock  split.

ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES

     None

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

     None

ITEM  5.  OTHER  INFORMATION

     None

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

Exhibits:
---------

10(a)  -  Secured  Promissory Note in the amount of $2,250,000 issued by ITEC to
Greenland,  dated  January 7, 2003. (Incorporated by reference to Form 8-K filed
January  21,  2003.)

10(b)  -  Security  Agreement, dated January 7, 2003 between ITEC and Greenland.
(Incorporated  by  reference  to  Form  8-K  filed  January  21,  2003.)

10(c)  -  Agreement  to  Acquire  Shares,  dated August 9, 2002 between ITEC and
Greenland.  (Incorporated  by  reference  to  Form  8-K filed January 21, 2003.)

10(d)  -  Closing  Agreement,  dated January 7, 2003 between ITEC and Greenland.
(Incorporated  by  reference  to  Form  8-K  filed  January  21,  2003.)

10(e) - Share Acquisition Agreement, dated June 12, 2002, between ITEC and QPIX.
(Incorporated  by  reference  to  Form  8-K  filed  January  21,  2003.)

10(f)  -  Closing  Agreement  ,  dated  July  23,  2002  between  ITEC and QPIX.
(Incorporated  by  reference  to  Form  8-K  filed  January  21,  2003.)

10(g)  -  Agreement  and  Assignment  of Rights, dated February 1, 2003, between
Accord  Human Resources, Inc., Greenland, and ITEC, incorporated by reference to
Exhibit  10(k)  to  Greenland  Form  10-KSB  filed  April  7,  2003.

10(h)  -  Agreement  and  Assignment  of  Rights,  dated  March 1, 2003, between
StaffPro  Leasing  2,  Greenland,  and  ExpertHR,  incorporated  by reference to
Exhibit  10(l)  to  Greenland  Form  10-KSB  filed  April  7,  2003.

10(i)  -  Promissory Note, dated March 1, 2003, payable to StaffPro Leasing 2 by
Greenland,  incorporated  by reference to Exhibit 10(m) to Greenland Form 10-KSB
filed  April  7,  2003.

10(j)  -  Stock Purchase Agreement among Greenland, ITEC, and ExpertHR Oklahoma,
Inc.,  dated  March  18,  2003.

99.1  -  Certification  of  the  Chief  Executive  Officer Pursuant to 18 U.S.C.
Section  1350,  as  Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002

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

Reports  on  Form  8-K:
-----------------------

On  January  16,  2003,  the  Company  filed Form 8-K/A related to its change of
independent  auditors.

On  January  21,  2003,  the  Company  filed Form 8-K related to the acquisition
controlling  interest  in  Greenland  Corporation  and  Quik  Pix,  Inc.

On  March  14,  2003,  the  Company  filed  Form  8-K related to the acquisition
controlling  interest  in Greenland Corporation and Quik Pix, Inc. including pro
forma  financial  statements.

<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  20,  2003

IMAGING  TECHNOLOGIES  CORPORATION  (Registrant)


By:  /S/  Brian  Bonar
_____________________________________
Brian  Bonar
Chairman  and  Chief  Executive  Officer


By:  /S/  James  Downey
_____________________________________
James  Downey
Chief  Accounting  Officer