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 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.

<PAGE>
TABLE  OF  CONTENTS

                                                                            PAGE
                                                                            ----
PART  I     FINANCIAL  INFORMATION

ITEM  1.    CONSOLIDATED  FINANCIAL  STATEMENTS

     Consolidated  Balance  Sheets
          December  31,  2002  (unaudited)  and  June  30,  2002  (audited)    3

     Consolidated  Statements  of  Operations
          3  months ended December 31, 2002 and 2001 (unaudited)               4
          6  months ended December 31, 2002 and 2001 (unaudited)               5

     Consolidated  Statements  of  Cash  Flows
          6  months ended December 31, 2002 and 2001 (unaudited)               6

     Notes  to  Consolidated Financial Statements                              7

ITEM  2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL
          CONDITION  AND  RESULTS  OF  OPERATIONS                             13

ITEM  3.  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT
          MARKET  RISK                                                        25

PART  II  OTHER  INFORMATION

ITEM  1   LEGAL  PROCEEDINGS                                                  26

ITEM  2.  CHANGES  IN  SECURITIES  AND  USE OF PROCEEDS                       26

ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES                                  27

ITEM  4.  SUBMISSION  OF  MATTERS  TO  A VOTE OF SECURITY HOLDERS             27

ITEM  5.  OTHER  INFORMATION                                                  27

ITEM  6   EXHIBITS  AND  REPORTS  ON  FORM  8-K                               27

SIGNATURES                                                                    28

CERTIFICATION                                                                 29

EXHIBITS                                                                      31

<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
                                                                DEC 31, 2002       JUN 30, 2002
                                                                      (unaudited)         (audited)
Current assets
     Cash. . . . . . . . . . . . . . . . . . . . . . . . . . .  $            177   $            43
     Accounts receivable, net of allowance for doubtful
        accounts of $165 and $280. . . . . . . . . . . . . . .               343               629
     Inventories, net. . . . . . . . . . . . . . . . . . . . .                12               151
     Prepaid expenses and other current assets . . . . . . . .                21                33
                                                                -----------------  ----------------
          Total current assets . . . . . . . . . . . . . . . .               553               856

Property and Equipment, net. . . . . . . . . . . . . . . . . .               109               212
Workers' compensation deposit and other assets . . . . . . . .               239               112
                                                                -----------------  ----------------

 Total assets. . . . . . . . . . . . . . . . . . . . . . . . .  $            901   $         1,180
                                                                =================  ================

LIABILITIES AND SHAREHOLDERS' DEFICIENCY

Current liabilities
     Borrowings under bank notes payable . . . . . . . . . . .  $          3,195   $         3,295
     Short-term notes payable, including amounts due to
        related parties. . . . . . . . . . . . . . . . . . . .             2,716             2,796
     Convertible debentures. . . . . . . . . . . . . . . . . .             1,323               803
     Accounts payable. . . . . . . . . . . . . . . . . . . . .             6,704             7,343
     PEO payroll taxes and other payroll deductions. . . . . .             2,016               690
     PEO accrued worksite employee . . . . . . . . . . . . . .               260               644
     Other accrued expenses. . . . . . . . . . . . . . . . . .             6,375             6,036
                                                                -----------------  ----------------
          Total current liabilities. . . . . . . . . . . . . .            22,589            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; 118,518,413  shares issued and outstanding
        at December 31, 2002; 21,929,365 at June 30, 2002. . .               592               110
     Common stock warrants . . . . . . . . . . . . . . . . . .               475               475
     Paid-in capital . . . . . . . . . . . . . . . . . . . . .            80,453            79,492
     Accumulated deficit . . . . . . . . . . . . . . . . . . .          (103,628)         (100,924)
                                                                -----------------  ----------------
          Total shareholders' deficiency . . . . . . . . . . .           (21,688)          (20,427)
                                                                -----------------  ----------------
 Total liabilities and shareholders' deficiency. . . . . . . .  $            901   $         1,180
                                                                =================  ================

See Notes to Consolidated Financial Statements.
</TABLE>

<PAGE>

                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 . . . . . . . . . . . . . . . . .          2,139          7,074
                                                     --------------  -------------
                                                             2,274          8,110
                                                     --------------  -------------
Cost of revenues
     Cost of products sold. . . . . . . . . . . . .             82            646
     Cost of software sales, licenses and royalties             29             24
     Cost of PEO services . . . . . . . . . . . . .          1,878          6,795
                                                     --------------  -------------
                                                             1,989          7,465
                                                     --------------  -------------

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. . . . . . . . . . . . . . . . .         4,961          7,074
                                                    -------------  -------------
                                                           5,720          9,188
                                                    -------------  -------------
Costs and expenses
     Cost of products sold . . . . . . . . . . . .           317          1,214
     Cost of software, licenses and royalties. . .            62             54
     Cost of PEO services. . . . . . . . . . . . .         4,450          6,795
                                                    -------------  -------------
                                                           4,829          8,063
                                                    -------------  -------------

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
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   SIX MONTHS ENDED DECEMBER 31, 2002 AND 2001
                        (IN THOUSANDS, EXCEPT SHARE DATA)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
<S>                                                    <C>                 <C>
                                                                    2002                2001
Cash flows from operating activities
   Net income (loss). . . . . . . . . . . . . . . . .  $          (2,704)  $          (3,615)
   Adjustments to reconcile net income (loss) to
      net cash from operating activities
        Depreciation and amortization . . . . . . . .                 48                  51
         Writedown of fixed assets. . . . . . . . . .                 55                   -
         Common stock issued for services . . . . . .                671                 367
         Amortization of debt discount. . . . . . . .                450                   -
         Value of services for exercise of warrants .                166                   -
         Value of warrants issued for services. . . .                 70                   -
         Gain on extinguishments of debt. . . . . . .               (656)                  -
         Changes in operating assets and liabilities
            Accounts receivable . . . . . . . . . . .                286              (1,418)
            Inventories . . . . . . . . . . . . . . .                139                (827)
            Prepaid expenses and other. . . . . . . .               (115)                (44)
            Accounts payable and accrued expenses . .                857               1,961
            PEO liabilities . . . . . . . . . . . . .                942                 424
            Other assets. . . . . . . . . . . . . . .                  -                   2
                                                       ------------------  ------------------
               Net cash from (used by)
                    operating activities. . . . . . .                209              (3,099)

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

Cash flows from financing activities
   Net borrowings under bank lines of credit. . . . .               (100)               (500)
   Issuance of short-term notes payable . . . . . . .                  -               1,922
   Warrant proceeds . . . . . . . . . . . . . . . . .                  -                  66
   Net proceeds from issuance of common stock . . . .                 25               1,826
                                                       ------------------  ------------------
               Net cash from (used by) financing
                   activities . . . . . . . . . . . .                (75)              3,314
                                                       ------------------  ------------------

Net increase (decrease) in cash . . . . . . . . . . .                134                 124
Cash, beginning of period . . . . . . . . . . . . . .                 43                  35
                                                       ------------------  ------------------
Cash, end of period . . . . . . . . . . . . . . . . .  $             177   $             159
                                                       ==================  ==================
</TABLE>
 NON-CASH  INVESTING  AND  FINANCING  ACTIVITIES

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.

                 See Notes to Consolidated Financial Statements

<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  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
December  31,  2002,  the  Company  experienced a net loss of $652,000 and as of
December  31,  2002,  the  Company  had a negative working capital deficiency of
$22,036,000  and  had  a  negative  shareholders' deficiency of $21,688,000.  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,  shareholders 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.

In  order  for  the  Company to continue in existence, it must obtain additional
funds  to  provide  adequate working capital to finance operations, and begin to
generate  positive  cash  flows  from its operations. During the past two fiscal
years  the  Company  has raised approximately $3 million through the issuance of
convertible  debentures.  The  Company  is  currently in the process of filing a
registration statement to register shares underlying the convertible debentures.
In  order  for  the  Company  to  raise  additional  funds through a convertible
debenture,  the  Company  must  get  a registration statement filed and declared
effective  with  the  SEC.  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 shareholders. 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 Company is also looking at
making  strategic  acquisitions  of  companies  that  have  positive cash flows.
Specifically,  the  Company has just recently acquired a controlling interest in
Quik Pix, Inc., a controlling interest in Greenland Corporation. The Company has
also reduced its personnel and moved its corporate office in an effort to reduce
operating  costs.  The  financial statements do not include any adjustments that
might  result  from  the  outcome  of  this  going  concern  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:

<TABLE>
<CAPTION>
<S>                           <C>               <C>          <C>
(in thousands)
                              EARNINGS (LOSS)   SHARES       PER-SHARE
                                   (NUMERATOR)  (NUMERATOR)  AMOUNT
                              ----------------  -----------  -----------
DECEMBER 31, 2001
     Net loss. . . . . . . .  $        (3,615)
        Preferred dividends.              (12)
                              ----------------
     Basic and diluted EPS .  $       (3,617,)        9,251  $    (0.39)
                              ================  ===========  ===========

DECEMBER 31, 2002
     Net loss. . . . . . . .  $        (2,704)
        Preferred dividends.              (12)
                              ----------------
     Basic and diluted EPS .  $        (2,716)       45,473  $    (0.06)
                              ================  ===========  ===========
</TABLE>

NOTE  4.  INVENTORIES

<TABLE>
<CAPTION>
<S>                            <C>               <C>
(in thousands). . . . . . . .  DEC. 31, 2002     SEPT. 30, 2002

Inventories
     Materials and suppliers.  $              2  $           261
     Finished goods . . . . .                10              165
                               ----------------  ----------------
                                             12              426
Less: inventory reserve . . .                 -             (275)
                               ----------------  ----------------
                               $             12  $           151
                               ================  ================
</TABLE>

NOTE  5.  RECENT  ACCOUNTING  PRONOUNCEMENTS

In July 2001, the FASB issued SFAS No. 141 "Business Combinations." SFAS No. 141
supersedes  Accounting  Principles  Board  ("APB")  No. 16 and requires that any
business  combinations  initiated  after  June  30,  2001  be accounted for as a
purchase;  therefore,  eliminating the pooling-of-interest method defined in APB
16. The statement is effective for any business combination initiated after June
30,  2001  and  shall  apply  to  all business combinations accounted for by the
purchase method for which the date of acquisition is July 1, 2001 or later.  The
Company  has  implemented this pronouncement and has concluded that the adoption
has  no  material  impact  to  the  financial  statements.

In  July  2001, the FASB issued SFAS No. 142,  "Goodwill and Other Intangibles."
SFAS  No. 142 addresses the initial recognition; measurement and amortization of
intangible  assets  acquired  individually or with a group of other assets  (but
not those acquired in a business combination) and   addresses   the amortization
provisions  for  excess  cost  over  fair  value  of  net assets   acquired   or
intangibles   acquired   in  a  business combination. The statement is effective
for  fiscal  years  beginning  after December 15, 2001, and is effective July 1,
2001 for any intangibles acquired in a business combination initiated after June
30,  2001. The Company has implemented this pronouncement and has concluded that
the  adoption  has  no  material  impact  to  the  financial  statements.

In October 2001, the FASB recently   issued SFAS No.  143, "Accounting for Asset
Retirement  Obligations," which requires companies to record the fair value of a
liability  for  asset  retirement  obligations  in  the period in which they are
incurred. The statement applies to a company's legal obligations associated with
the retirement of a tangible long-lived asset that results from the acquisition,
construction,  and  development  or through the normal operation of a long-lived
asset.  When a liability is initially recorded, the company would capitalize the
cost,  thereby  increasing  the  carrying  amount  of  the  related  asset.  The
capitalized asset retirement cost is depreciated over the life of the respective
asset  while the liability is accreted to its present value.  Upon settlement of
the  liability,  the obligation is settled at its recorded amount or the company
incurs  a  gain  or  loss. The statement is effective for fiscal years beginning
after  June  30,  2002.  The  Company has implemented this pronouncement and has
concluded  that the adoption has no material impact to the financial statements.

In  October  2001, the FASB issued SFAS No. 144,  "Accounting for the Impairment
or  Disposal  of Long-Lived Assets".  Statement 144 addresses the accounting and
reporting  for  the  impairment or disposal of long-lived assets.  The statement
provides  a single accounting model for long-lived assets to be disposed of. New
criteria   must  be  met  to classify the asset as an asset held-for-sale.  This
statement  also focuses on reporting the effects of a disposal of a segment of a
business.  This statement is effective for fiscal years beginning after December
15,  2001. The Company has implemented this pronouncement and has concluded that
the  adoption  has  no  material  impact  to  the  financial  statements.

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.

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.

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.
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.
In  May 2000, the Emerging Issues Task Force (EITF) issued EITF Issue No. 00-14,
Accounting  for  Certain  Sales  Incentives.  EITF Issue No. 00-14 addresses the
recognition,  measurement,  and  income  statement  classification  for  sales
incentives that a vendor voluntarily offers to customers (without charge), which
the  customer  can  use  in,  or  exercise  as  a  result  of, a single exchange
transaction. Sales incentives that fall within the scope of EITF Issue No. 00-14
include  offers that a customer can use to receive a reduction in the price of a
product  or  service  at the point of sale. The EITF changed the transition date
for  Issue 00-14, concluding that a company should apply this consensus no later
than  the  company  s  annual  or  interim  financial statements for the periods
beginning  after December 15, 2001. In June 2001, the EITF issued EITF Issue No.
00-25,  Vendor  Income  Statement  Characterization  of  Consideration Paid to a
Reseller  of  the  Vendor  s  Products,  effective  for  periods beginning after
December  15,  2001. EITF Issue No. 00-25 addresses whether consideration from a
vendor  to a reseller is (a) an adjustment of the selling prices of the vendor's
products  and, therefore, should be deducted from revenue when recognized in the
vendor's statement of operations or (b) a cost incurred by the vendor for assets
or  services  received from the reseller and, therefore, should be included as a
cost  or  expense  when recognized in the vendor s statement of operations. Upon
application of these EITFs, financial statements for prior periods presented for
comparative  purposes should be reclassified to comply with the income statement
display  requirements  under these Issues. In September of 2001, the EITF issued
EITF Issue No. 01-09, Accounting for Consideration Given by Vendor to a Customer
or  a  Reseller of the Vendor's Products, which is a codification of EITF Issues
No.  00-14,  No.  00-25  and  No.  00-22 Accounting for Points and Certain Other
Time-or  Volume-Based  Sales  Incentive  Offers  and Offers for Free Products or
Services  to be Delivered in the Future. The Company has adopted these issues in
fiscal  year 2002 and during the three months ended September 30, 2002 which did
not  have  a  material  impact  on  the  Company's  financial  statements.

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.  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  2001,  notes payable of
$675,000  was  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.

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.

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  7.  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  ended  December  31,  2002,  the Company issued a total of
89,938,400 shares of common stock.  Of the shares issued, 100,000 were issued to
complete the acquisition of Dream Canvas Technology, Inc. 53,000,000 were issued
to  convert  indebtedness.  4,000,000  were  issued  as  employee  compensation.
32,838,400  remaining  shares  were issued to consultants for legal and business
services.  The shares were valued based on the fair value of the Company's stock
at  the  date  the  agreements were signed with employees, consultants, and debt
holders, which totaled $956,759. The issuances of common stock have not resulted
in  a  change  of  control  of  the  Registrant.

During  the  quarter  ended  December  31,  2002,  the Company issued 13,650,000
warrants to officers and directors. The Company has not recognized an expense as
a  result  of  the  issuance  of  these  warrants as the warrants were issued to
officers  and  directors  and the exercise price was equal to the fair market of
the  Company's  common  stock  at  the  date  of  issuance.

During  the  six  months  ended  December 31, 2002, the Company issued 2,830,000
warrants  to  outside consultants.  The Company 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  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. . . . . . . .  $       2,139   $           7,074  $              94   $   891   $  41   $ 145  $ 2,274   $ 8,110
  Cost of revenues. . . .          1,878               6,795                 82       646      29      24    1,989     7,585
  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. . . . . . . .  $       4,961   $           7,074  $             580   $ 1,764   $ 179   $ 350  $ 5,720   $ 9,188
  Cost of revenues. . . .          4,450               6,795                317     1,214      62      54    4,829     8,063
  Operating expenses. . .          1,337                 116              1,625     3,546     203      60    3,177     3,586
  Operating profit (loss)           (826)                163             (1,362)   (2,996)    (86)    236   (2,274)   (4,871)
</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  9.  ACQUISITION  AND  SALE  OF  SUBSIDIARY

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.

NOTE  10.  EXTINGUISHMENT  OF  DEBT

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.
Accordingly,  management  has  elected  to  adjust  its  accounts payable and to
classify  such  adjustments  as  extinguishment  of  debt.

NOTE  11.  SUBSEQUENT  EVENTS

During the period from December 31, 2002 to February 7, 2003, the Company issued
25,952,568  shares  of  its  common  stock  as  payment  for debt and payment to
consultants.  8,008,565 shares were issued for the conversion of $59,785 of debt
and  $2,781  in  accrued interest. Conversions of debt were made pursuant to the
Company's  agreements  for said conversions. The stock issued to consultants was
valued  by multiplying the number of shares issued times the market value of the
Company's stock at the date the shares were issued. 12,500,000 restricted shares
were  issued  to certain individuals pursuant to the Share Acquisition Agreement
with  Quik  Pix,  Inc.

On  January  7,  2003,  the  Company  completed  the  acquisition  of  shares,
representing  controlling  interest, of Greenland Corporation and Quik Pix, Inc.
The terms of the acquisitions were disclosed on Form 8-K filed January 21, 2003,
and  incorporated  by  reference.

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 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.  The  Company's  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, the Company,
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.
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. (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 7, 2003, the
Company  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 7, 2003, the Company completed
the  acquisition  of  shares,  representing  controlling  interest, of Greenland
Corporation.  The  terms  of  the  acquisitions were disclosed on Form 8-K filed
January  21,  2003,  and  incorporated  by  reference.

     The  Company's  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
the  Company's 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.

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

     To  successfully  execute  its  current  strategy, the Company will need to
improve  its  working  capital position. 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. The Company plans 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,
the  Company has been able to reestablish relationships with some past customers
and  distributors  and  to  establish  relationships  with  new  customers.
Additionally,  the Company has been working to reduce costs though 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.
The  Company  began  a  program  to  reduce  its  debt  through  debt  to equity
conversions.  Management  continues to pursue the acquisition of businesses that
will  grow  the  Company's  business.

     There  can  be  no  assurance,  however,  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.  Any  additional  equity  or  convertible debt
financings  could  result in substantial dilution to the Company's shareholders.
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. 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, the Company had been under the
control of an operational receiver appointed by the Court pursuant to litigation
between  the  Company  and Imperial Bank. The litigation has been dismissed, and
Company  management  has  reassumed control. Accordingly, Company management did
not  have  operational  control  for  nearly  all  of  fiscal  2000.

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

     In  October  2002, the Company suspended its 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,  the  Company  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,
the Company began integrating EduAdvantage operations. However, these operations
have  not  been  profitable  and  management  is  evaluating  the future of this
business  unit.

     In October 2001, the Company acquired certain assets, for stock, related to
the  Company's  office  products  and services business activities, representing
$250,000  of  inventories, fixed assets, and accounts receivable. Management has
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, the Company acquired SourceOne Group, Inc. and operates
it  as  a  wholly-owned  subsidiary.  SourceOne 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, ITEC acquired all of the outstanding shares of EnStructure,
Inc.  ("EnStructure), a PEO company, for restricted common stock of the Company.
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, 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.
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,.  (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 7, 2003, the
Company  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.

     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 7, 2003, the Company completed
the  acquisition  of  shares,  representing  controlling  interest, of Greenland
Corporation.  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 the Company's consolidated financial statements, which have
been prepared in accordance with accounting principles generally accepted in the
United States of America. The preparation of these financial statements requires
management to make estimates and assumptions that affect the reported amounts of
assets  and liabilities at the date of the financial statements and the reported
amounts  of  revenues  and  expenses during the reporting period. On an on-going
basis, management evaluates its estimates and judgments, including those related
to  allowance for doubtful accounts, value of intangible assets and valuation of
non-cash  compensation.  Management  bases  its  estimates  and  judgments  on
historical  experiences  and  on  various  other factors that are believed 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 the Company's 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  NET  REVENUES

     Revenues  were  $2.3  million  and  $8.1 million for the three-month period
ended  December  31,  2002 and 2002, respectively, a decrease of $5.8 million or
72%.  Revenues were $5.7 million and $9.2 million for the six-month period ended
December 31, 2002 and 2001, respectively, a decrease of $3.5 million or 38%. 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.

Sales  of  imaging  products  were  $94  thousand  and  $891  thousand  for  the
three-month period ended December 31, 2002 and 2001, respectively, a decrease of
$797  thousand  or  90%.  Sales  of imaging products were $580 thousand and $1.8
million for the six-month period ended December 31, 2002 and 2001, respectively,
a  decrease  of  $1.2  million  or  68%.  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. In October 2002, the Company laid-off
most of the employees associated with these activities in order to reduce costs.
The  Company's  lack  of sufficient working capital has had, and may continue to
have,  a  negative  adverse  effect  on  product  sales.

     The Company had sales software sales, licensing fees, and royalties for the
three-month  period  ended  December  31, 2002 and 2001 of $41 thousand and $145
thousand,  respectively.  Software revenues fell by $104 thousand (72%). For the
six-month  period  ended  December  31, 2002 and 2001, software sales, licensing
fees,  and  royalties  were  $179  thousand  and  $350 thousand, respectively, a
decrease  of  $171 thousand (49%). The reduction in software revenues was due to
the  Company's 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.

COST  OF  PRODUCTS  SOLD

     Cost  of  products  sold  were $82 (87% of product sales) and $646 thousand
(73%  of  product  sales) for the three-month period ended December 31, 2002 and
2001,  respectively.  For the six-month period ended December 31, 2002 and 2001,
cost of products sold were $317 thousand (55% of product sales) and $1.2 million
(67%  of  product  sales),  respectively.

     The  decrease  in margins is primarily due to price reductions to customers
on  products  sold  by  the  Company  in  the  periods reported. The Company has
concentrated on sales of its ColorBlind software rather than on office products.
The  Company  suspended  its  sales  and  marketing  efforts on behalf of office
products  and  services  in  October  2002  due to shortages of working capital.

     Cost  of  software,  licenses and royalties were $29 thousand (71%) and $24
thousand  (17%)  for  the  three-month  period ended December 31, 2002 and 2001,
respectively.  Such costs were $62 thousand (35%) and $54 thousand (16%) for the
six-month period ended December 31, 2002 and 2001, respectively. The decrease in
margin  was  due primarily to production and manufacturing costs associated with
new  versions of ColorBlind software that have been released since the beginning
of  the  current  fiscal  year.

     Cost of PEO services were $1.9 million (91%) and $6.8 million (96%) for the
period ended December 31, 2002 and 2001, respectively. The increase in margin is
primarily  due  to  the  cancellation  of  several  unprofitable  clients.

SELLING,  GENERAL  AND  ADMINISTRATIVE  EXPENSES

     Selling,  general  and  administrative  expenses for the three-month period
ended  December  31,  2002  and  2001,  respectively, were $1.1 million and $2.1
million.  Selling,  general and administrative expenses for the six-month period
ended  December  31,  2002  and  2001,  respectively, were $3.2 million and $3.6
million.

     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.  For the three-month period ended December 31, 2002, the
selling,  general,  and  administrative expenses decreased $1 million (48%) from
the  year-earlier  period  due  to  reductions  in  staff, suspension of certain
operations  that  have  been  unprofitable due to limited working capital, and a
move  to smaller facilities to house corporate offices. For the six-month period
ended  December  31,  2002  and  2001, the Company reduced selling, general, and
administrative  expenses  $400  thousand  (11%)  due  primarily to reductions in
personnel,  which  were  associated  with  the  Company's sales and marketing of
office  products  and  services,  which  have  been  suspended.

RESEARCH  AND  DEVELOPMENT

     There  were  no  research  and  development  costs  for the three-month and
six-month  periods  ended December 31, 2002. Research and development costs were
$64  thousand  for  the  prior year three-month period. For the six-month period
ended  December  31,  2001,  research  and development costs were $136 thousand.

     The Company had been reducing its research and development costs during the
past  several  quarters.  It has suspended most of its engineering and licensing
activities associated with OEM printer products and has re-directed its research
and  development  costs  toward the support of its ColorBlind software products.
The Company released the latest versions of its ColorBlind software in the first
quarter  of  fiscal  2003.

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-months  period  ended  December  31 2002, the Company issued an additional
87.9  million  shares.  During the six-month period ended December 31, 2002, the
Company  issued  an additional 95.7 million shares. These shares of common stock
were  issued  primarily  for  raising capital, for corporate expenses in lieu of
cash,  and  for  acquisitions.

     During  the  quarter  ended December 31, 2002, ITEC issued 8,000,000 common
shares  to holders of notes payable at an average conversion price of  $0.01 per
share.  In  addition,  ITEC  also  converted  $500,000  of  indebtedness  into
45,000,000  common  shares.

     As  of December 31, 2002, the Company had negative working capital of $22.0
million,  a  decrease  of  approximately $1.3 million (6%) in working capital as
compared  to  June  30,  2002.  This  decrease  was due primarily to (1) reduced
current  assets,  including  accounts  receivable  and  inventories,  which were
associated  with  the Company's suspended office products sales and distribution
activities;  and  (2)  increased accrued expenses, which are associated with the
Company's  PEO  business.

     Net  cash  provided  by  operating  activities  was  $209  thousand for the
six-month  period ended December 31, 2002 compared to net cash used by operating
activities  of  $3.1  million  for  the  year-earlier period, a decrease of $3.3
million,  due  primarily  to  reduced  overall  operating  expenditures.

No  cash  was  used  in  investing  activities during the six-month period ended
December 31, 2002. Net cash used in investing activities was $91 thousand during
the six-month period ended December 31, 2001 The change was due primarily to the
Company's cash investment for the SourceOne Group acquisition in the prior year.

     Net  cash  used  by financing activities was $75 thousand for the six-month
period ended December 31, 2002 compared to net cash from financing activities of
$3.3  million in the year-earlier period, a decrease of $3.4 million (103%). The
decrease is related primarily to the issuance of notes payable and common stock,
which  have  been  used  to  finance  continuing  operations.

The  Company has no material commitments for capital expenditures. The Company's
5%  convertible  preferred  stock  (which  ranks  prior  to the Company'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 December
31,  2002,  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.

     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.

     In  the  first quarter ended December 31, 2002, the Company issued warrants
to  directors  and  certain  officers to purchase up to 13,650,000 shares of its
common  stock at an exercise price equal to $0.015 per share. The value of these
warrants  is  estimated  at  $204,750.

     There  were  no  exercises of warrants during the period ended December 31,
2002.

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

(a)     Exhibits:
        --------

     10(a)     Acquisition  Agreement,  dated  December  13,  2002,  between the
Company  and Baseline Worldwide, Ltd., incorporated by reference to Exhibit 99.3
of  Form  8-K,  dated  December  19,  2002.

     10(b)     Secured Promissory Note in the amount of $2,250,000 issued by the
Company  to  Greenland  Corporation,  dated  January  7,  2003,  incorporated by
reference  to  Exhibit  99.1  of  Form  8-K  dated  January  21,  2003.

     10(c)     Security Agreement, dated January 7, 2003 between the Company and
Greenland  Corporation,  incorporated  by reference to Exhibit 99.2 of  Form 8-K
dated  January  21,  2003.

     10(d)     Agreement  to  Acquire  Shares,  dated August 9, 2002 between the
Company  and Greenland Corporation, incorporated by reference to Exhibit 99.3 of
Form  8-K  dated  January  21,  2003.

     10(e)     Closing Agreement, dated January 7, 2003, between the Company and
Greenland  Corporation,  incorporated  by  reference to Exhibit 99.4 of Form 8-K
dated  January  21,  2003.

     10(f)     Share  Acquisition  Agreement,  dated  June 12, 2002, between the
Company  and  Quik  Pix, Inc., incorporated by reference to Exhibit 99.5 of Form
8-K  dated  January  21,  2003.

     10(g)     Closing  Agreement,  dated  July 23, 2002 between the Company and
Quik  Pix,  Inc.,  incorporated  by  reference to Exhibit 99.6 of Form 8-K dated
January  21,  2003.

     99.1     Certification pursuant to Section 906 of the Sarbanes-Oxley Act of
2002  (18  U.S.C.  Section  1350),  included  in  this  filing.

(b)     Reports  on  Form  8-K
        ----------------------

Form  8-K  filed  on December 19, 2002 related to the sale of Dream Canvas, Inc.

Form  8-K  filed  on  January  21,  2003 related to the acquisition of shares of
Greenland  Corporation  and  Quik  Pix,  Inc.

<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:  February  19,  2002

IMAGING  TECHNOLOGIES  CORPORATION  (Registrant)


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

<PAGE>
CERTIFICATION
-------------

I,  Brian  Bonar,  certify  that:

1.  I  have  reviewed this quarterly report on Form 10-Q of Imaging Technologies
Corporation;

2.  Based  on  my  knowledge,  this quarterly report does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not misleading with respect to the period covered by this quarterly
report;

3.  Based  on  my  knowledge,  the  financial  statements,  and  other financial
information  included  in  this quarterly report, fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods presented in this quarterly report;

4.  The  registrant's  certifying  officers are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-14  and  15d-14)  for  the  registrant  and  we  have:

a)  designed  such  disclosure  controls  and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is  made  known  to  us by others within those entities, particularly during the
period  in  which  this  quarterly  report  is  being  prepared;

b)  evaluated  the  effectiveness  of  the  registrant's disclosure controls and
procedures  as  of  a  date  within  90  days  prior  to the filing date of this
quarterly  report  (the  "Evaluation  Date");  and

c) presented in this quarterly report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on  our  evaluation as of the
Evaluation  Date;

5. The registrant's certifying officers have disclosed, based on our most recent
evaluation, to the registrant's auditors and the audit committee of registrant's
board  of  directors  (or  persons  performing  the  equivalent  function):

a)  all significant deficiencies in the design or operation of internal controls
which  could  adversely  affect  the  registrant's  ability  to record, process,
summarize  and  report  financial  data and have identified for the registrant's
auditors  any  material  weaknesses  in  internal  controls;  and

b)  any  fraud,  whether  or  not  material,  that  involves management or other
employees who have a significant role in the registrant's internal controls; and

6.  The registrant's certifying officers have indicated in this quarterly report
whether  or  not there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the date
of  our  most recent evaluation, including any corrective actions with regard to
significant  deficiencies  and  material  weaknesses.

Date:  February  19,  2003

/s/  Brian  Bonar
_______________________________
Brian  Bonar
Chief  Executive  Officer
Principal  Accounting  Officer