SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A

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

                FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2002

                                       or

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

                           Commission file No. 0-12641

                                                [GRAPHIC OMITED]

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

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

                               17075 VIA DEL CAMPO
                               SAN DIEGO, 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 February
12,  2003  was  144,073,122.

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

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

<PAGE>
PART  I.     FINANCIAL  INFORMATION

ITEM  1.          CONSOLIDATED  FINANCIAL  STATEMENTS

                IMAGING TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                  THREE MONTHS ENDED DECEMBER 31, 2002 AND 2001
                        (IN THOUSANDS, EXCEPT SHARE DATA)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
<S>                                                             <C>             <C>
                                                                         2002           2001
                                                                --------------  -------------
Revenues
     Sales of products . . . . . . . . . . . . . . . . . . . .  $          94   $        891
     Software sales, licenses and royalties. . . . . . . . . .             41            145
     PEO services (gross billings of $2,139 and $7,074,
        respectively; less worksite employee payroll costs of
        $1,877 and $5,988, respectively) . . . . . . . . . . .            262          1,086
                                                                --------------  -------------
                                                                          397          2,122
                                                                --------------  -------------
Cost of revenues
     Cost of products sold . . . . . . . . . . . . . . . . . .             82            646
     Cost of software sales, licenses and royalties. . . . . .             29             24
     Cost of PEO services. . . . . . . . . . . . . . . . . . .              1            807
                                                                --------------  -------------
                                                                          112          1,477
                                                                --------------  -------------

Gross profit . . . . . . . . . . . . . . . . . . . . . . . . .            285            645
                                                                --------------  -------------

Operating
     Selling, general, and administrative. . . . . . . . . . .          1,124          2,137
     Research and development. . . . . . . . . . . . . . . . .              -             64
                                                                --------------  -------------
                                                                        1,124          2,201
                                                                --------------  -------------

Loss from operations . . . . . . . . . . . . . . . . . . . . .           (839)        (1,556)
                                                                --------------  -------------

Other income (expense):
     Interest and financing costs, net . . . . . . . . . . . .           (490)          (298)
     Extinguishment of debt. . . . . . . . . . . . . . . . . .            656              -
     Other . . . . . . . . . . . . . . . . . . . . . . . . . .             21              -
                                                                --------------  -------------
                                                                          187           (298)
                                                                --------------  -------------

Loss before income taxes . . . . . . . . . . . . . . . . . . .           (652)        (1,854)
Income tax expense . . . . . . . . . . . . . . . . . . . . . .              -              -
                                                                --------------  -------------

Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . .  $        (652)  $     (1,854)
                                                                ==============  =============

Loss per common share
     Basic . . . . . . . . . . . . . . . . . . . . . . . . . .  $       (0.01)  $      (0.19)
                                                                ==============  =============
     Diluted . . . . . . . . . . . . . . . . . . . . . . . . .  $       (0.01)  $      (0.19)
                                                                ==============  =============

Weighted average common shares . . . . . . . . . . . . . . . .         66,284          9,952
                                                                ==============  =============
Weighted average common shares - assuming dilution . . . . . .         66,284          9,952
                                                                ==============  =============

See Notes to Consolidated Financial Statements.
</TABLE>

<PAGE>
                IMAGING TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                   SIX MONTHS ENDED DECEMBER 31, 2002 AND 2001
                        (IN THOUSANDS, EXCEPT SHARE DATA)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
<S>                                                            <C>            <C>
                                                                       2002           2001
                                                               -------------  -------------
Revenues
     Sales of imaging products. . . . . . . . . . . . . . . .  $        580   $      1,764
     Sales of software, licenses and royalties. . . . . . . .           179            350
     PEO services (gross billings of $4,961 and $7,074,
       respectively; less worksite employee payroll costs of
       $4,307 and $5,988, respectively) . . . . . . . . . . .           654          1,086
                                                               -------------  -------------
                                                                      1,413          3,200
                                                               -------------  -------------
Costs and expenses
     Cost of products sold. . . . . . . . . . . . . . . . . .           317          1,214
     Cost of software, licenses and royalties . . . . . . . .            62             54
     Cost of PEO services . . . . . . . . . . . . . . . . . .           143            807
                                                               -------------  -------------
                                                                        522          2,075
                                                               -------------  -------------

Gross profit. . . . . . . . . . . . . . . . . . . . . . . . .           891          1,125
                                                               -------------  -------------

Operating
     Selling, general, and administrative . . . . . . . . . .         3,165          3,586
     Research and development . . . . . . . . . . . . . . . .             -            136
                                                               -------------  -------------
                                                                      3,165          3,722
                                                               -------------  -------------

Loss from operations. . . . . . . . . . . . . . . . . . . . .        (2,274)        (2,597)
                                                               -------------  -------------

Other income (expense):
      Interest and financing costs, net . . . . . . . . . . .        (1,111)        (1,018)
      Extinguishment of debt. . . . . . . . . . . . . . . . .           656              -
     Other. . . . . . . . . . . . . . . . . . . . . . . . . .            25              -
                                                               -------------  -------------
                                                                       (430)        (1,018)
                                                               -------------  -------------

Loss before income taxes. . . . . . . . . . . . . . . . . . .        (2,704)        (3,615)
Income tax expense. . . . . . . . . . . . . . . . . . . . . .             -              -
                                                               -------------  -------------

Net loss. . . . . . . . . . . . . . . . . . . . . . . . . . .  $     (2,704)  $     (3,615)
                                                               =============  =============

Loss per common share
     Basic. . . . . . . . . . . . . . . . . . . . . . . . . .  $      (0.06)  $      (0.39)
                                                               =============  =============
     Diluted. . . . . . . . . . . . . . . . . . . . . . . . .  $      (0.06)  $      (0.39)
                                                               =============  =============

Weighted average common shares. . . . . . . . . . . . . . . .        45,473          9,251
                                                               =============  =============
Weighted average common shares - assuming dilution. . . . . .        45,473          9,251
                                                               =============  =============

See Notes to Consolidated Financial Statements.
</TABLE>

<PAGE>
                IMAGING TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  FOR THE THREE MONTHS ENDED DECEMBER 31, 2002

                        (IN THOUSANDS, EXCEPT SHARE DATA)
                                   (UNAUDITED)

NOTE  1.  BASIS  OF  PRESENTATION

The  accompanying  unaudited  consolidated  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 accounting principles generally
accepted  in  the  United  States  of  America.  These  consolidated  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 consolidated
financial  statements  should  be read in conjunction with the Company's audited
consolidated financial statements and notes thereto for the years ended June 30,
2002,  2001  and 2000 included in the Company's Annual Report on Form 10-K filed
with  the  SEC.  Interim  operating  results  are  not necessarily indicative of
operating  results  for  any  future  interim  period  or  for  the  full  year.

NOTE  8.  SEGMENT  INFORMATION

During  the  period  ended December 31, 2002, the Company managed and internally
reported  the  Company's  business as three (3) reportable segments: (1) imaging
products  and  accessories;  (2) imaging software; and (3) professional employer
organization

<TABLE>
<CAPTION>
<S>                        <C>             <C>                <C>                 <C>       <C>     <C>    <C>       <C>
(in thousands). . . . . .  PEO BUSINESS    IMAGING PRODUCTS   IMAGING SOFTWARE    TOTAL
                                    2002                2001               2002      2001    2002    2001     2002      2001
                           --------------  -----------------  ------------------  --------  ------  -----  --------  --------
Three months:
-------------------------
  Revenues. . . . . . . .  $         262   $           1,086  $              94   $   891   $  41   $ 145  $   397   $ 2,122
  Cost of revenues. . . .              1                 807                 82       646      29      24      112     1,477
  Operating expenses. . .            253                 116                780     2,061      91      24    1,124     2,201
  Operating profit (loss)              8                 163               (768)   (1,816)    (79)     97     (839)   (1,556)

Six months :
-------------------------
  Revenues. . . . . . . .  $         654   $           1,086  $             580   $ 1,764   $ 179   $ 350  $ 1,413   $ 3,200
  Cost of revenues. . . .            143                 807                317     1,214      62      54      522     2,075
  Operating expenses. . .          1,337                 116              1,625     3,546     203      60    3,165     3,722
  Operating profit (loss)           (826)                163             (1,362)   (2,996)    (86)    236   (2,274)   (2,597)
</TABLE>

As  of  and during the period ended December 31, 2002, no customer accounted for
more  than  10%  of  consolidated  accounts  receivable  or  total  consolidated
revenues.

NOTE  12     REVENUE  RECOGNITION  -  PEO  SEGMENT

The Company recognizes its revenues associated with its PEO business pursuant to
EITF  99-19  "Reporting  Revenue  Gross  as a Principal versus Net as an Agent."
Previously, the Company reported its worksite employees as a component of direct
costs,  The Company's revenues are now reported net of worksite employee payroll
cost  (net  method).  To  conform  to  the  net method, we reclassified worksite
employee  payroll costs by reducing PEO service revenue and cost of PEO services
by  $4.3  and  6.0  million for the six months ended December 31, 2002 and 2001,
respectively.  This  reclassification  had  no effect on gross profit, operating
loss,  or  net  loss  previously  reported.

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/A. The statements contained in this Report on
Form 10-Q/A 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.

SIGNIFICANT  ACCOUNTING  POLICIES  AND  ESTIMATES

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

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

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

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

     To  conform  to  the  net method, we reclassified worksite employee payroll
costs  by  reducing PEO service revenue and cost of PEO services by $4.3 and 6.0
million  for the six months ended December 31, 2002 and 2001, respectively. This
reclassification  had  no  effect  on  gross profit, operating loss, or net loss
previously  reported.

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

RESULTS  OF  OPERATIONS  NET  REVENUES

     Revenues  were  $397  thousand  and $2.1 million for the three-month period
ended  December  31,  2002 and 2001, respectively, a decrease of $1.7 million or
81%.  Revenues were $1.4 million and $3.2 million for the six-month period ended
December 31, 2002 and 2001, respectively, a decrease of $1.8 million or 56%. The
decrease  in  revenues was due primarily to changes in the customer structure of
the  Company's PEO activities in SourceOne Group (SOG). Since the acquisition of
SOG,  the  Company  has  lost  several  customers  due  to  changes in rates for
services, particularly workers' compensation insurance. Additionally, management
elected  to  terminate  certain  customers  due  to  profitability concerns. New
customers  are  anticipated  pursuant  to signed agreements, which will begin to
produce revenues in the third quarter of the current fiscal year. Additional PEO
contracts  are  being  negotiated  by  ExpertHR,  a  wholly-owned  subsidiary of
Greenland Corporation, controlling interest of which was acquired by the Company
in  January  2003.

For  the  three-month  period  ended  December  31,  2002  and 2001, PEO segment
revenues  were  $262 thousand and $1.1 million, respectively (derived from gross
billings  of  $2.1 million and $7.1 million, respectively; less worksite payroll
costs  of $1.9 million and $6.0 million, respectively). For the six-month period
ended  December  31,  2002 and 2001, PEO segment revenues were $654 thousand and
$1.1 million, respectively (derived from gross billings of $5.0 million and $7.1
million,  respectively;  less  worksite  payroll  costs of $4.3 million and $6.0
million,  respectively).

On  a  comparative  basis,  for  the  three  month period ended December 31, PEO
segment  revenues  decreased  $824  thousand  (76%)  in  2002 from 2001; and PEO
segment  revenues  for  the  six  month  period ended December 31 decreased $432
thousand  (40%).  The  primarily  reason  for  this decrease is described above.

COST  OF  PRODUCTS  SOLD

     For  the  three-month  period ended December 31, 2002 and 2001, cost of PEO
services  were $1 thousand (less than 1%) and $807 thousand (74%), respectively.
The  increase  in  margin  is  primarily  due to our election to self-insure PEO
clients  related  to  workers'  compensation  for  the  three-month period ended
December  31,  2002.  We  no  longer  self-insure  clients' workers compensation
insurance  and  use  third-party  insurance  companies to provide such coverage.

     For  the  six-month  period  ended  December 31, 2002 and 2001, cost of PEO
services  were  $143  thousand  (22%)  and  $807  thousand  (74%), respectively.

PART  II  -  OTHER  INFORMATION

ITEM  6.  EXHIBITS

(a)     Exhibits:

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

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

<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:  July  1,  2003

IMAGING  TECHNOLOGIES  CORPORATION  (Registrant)

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


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

<PAGE>