SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A

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

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2003

                                       or

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

                           Commission file No. 0-12641



                                                [GRAPHIC OMITED]


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

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

                               17075 VIA DEL CAMPO
                               SAN DIEGO, CA 92127
                    (Address of principal executive offices)

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

Check  whether  the registrant (1) has filed all reports required to be filed by
Section  13  or  15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports),  and  (2) has been subject to such filing requirements for the past 90
days.  Yes  X   No

The  number  of shares outstanding of the registrant's common stock as of August
14,  2003  was  243,759,272

This  amendment  to  the  Registrant's Form 10-Q includes adjustments related to
revenue  recognition  for  its professional employer organization (PEO) business
segment;  and  review  by  independent  accountants.  Accordingly,  the document
includes  changes  on  its consolidated statements of operations, the applicable
notes  to  the financial statements, and management's discussion and analysis of
operations.  Additional  changes  relate  to  the  treatment  of  its  recent
acquisitions  on  the  Registrant's  consolidated  balance  sheets.

<PAGE>
                                TABLE OF CONTENTS

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

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

ITEM 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations .  16

ITEM 3.  Quantitative and Qualitative Disclosures About Market Risk. . . . . . . . . . . . . . .  27

PART II - OTHER INFORMATION

ITEM 1.  Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
ITEM 2.  Changes In Securities and Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . .  30
ITEM 3.  Defaults Upon Senior Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
ITEM 4.  Submission of Matters To A Vote of Security Holders . . . . . . . . . . . . . . . . . .  30
ITEM 5.  Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
ITEM 6.  Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . . . . . . . . . . . . . . .  30

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32
</TABLE>

<PAGE>
PART  I.  -  FINANCIAL  INFORMATION

ITEM  1.   CONSOLIDATED  FINANCIAL  STATEMENTS

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

<TABLE>
<CAPTION>
<S>                                                                                      <C>               <C>
ASSETS
                                                                                         MAR. 31, 2003     JUN 30, 2002
                                                                                              (unaudited)        (audited)
Current assets
     Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $           131   $           43
     Accounts receivable:
          Billed. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              220              629
          Unbilled. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              270                -
     Inventories, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               34              151
     Due from related parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              111                -
     Prepaid expenses and other current assets. . . . . . . . . . . . . . . . . . . . .               28               33
                                                                                         ----------------  ---------------
          Total current assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . .              794              856

Property and Equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              181              212
Patent, net of accumulated amortization of $30 thousand . . . . . . . . . . . . . . . .            1,588                -
Goodwill, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            3,118                -
Workers' compensation deposit and other assets. . . . . . . . . . . . . . . . . . . . .              512              112
                                                                                         ----------------  ---------------

 Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $         6,193   $        1,180
                                                                                         ================  ===============

LIABILITIES AND SHAREHOLDERS' DEFICIENCY

Current liabilities
     Borrowings under bank notes payable. . . . . . . . . . . . . . . . . . . . . . . .  $         3,170   $        3,295
     Short-term notes payable, including amounts due to
        related parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            3,114            2,796
     Convertible debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            1,426              803
     Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            6,957            7,343
     PEO payroll taxes and other payroll deductions . . . . . . . . . . . . . . . . . .            2,917              690
     PEO accrued worksite employee. . . . . . . . . . . . . . . . . . . . . . . . . . .              197              644
     Note payable, acquisition. . . . . . . . . . . . . . . . . . . . . . . . . . . . .               32                -
     Other accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            8,997            6,036
                                                                                         ----------------  ---------------
          Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . .           26,810           21,607
                                                                                         ----------------  ---------------

Notes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              702                -
                                                                                         ----------------  ---------------
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           27,512           21,607
                                                                                         ----------------  ---------------

Shareholders' deficiency
     Series A convertible, redeemable preferred stock,
       $1,000 par value, 7,500 shares authorized,
       420.5 shares issued and outstanding. . . . . . . . . . . . . . . . . . . . . . .              420              420
     Common stock, $0.005 par value, 500,000,000 shares
        authorized; 147,750,839  shares issued and outstanding
        at March 31, 2003; 21,929,365 at June 30, 2002. . . . . . . . . . . . . . . . .              739              110
     Common stock warrants. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              489              475
     Paid-in capital. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           80,619           79,492
     Accumulated deficit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         (103,586)        (100,924)
                                                                                         ----------------  ---------------
          Total shareholders' deficiency. . . . . . . . . . . . . . . . . . . . . . . .          (21,319)         (20,427)
                                                                                         ----------------  ---------------
 Total liabilities and shareholders' deficiency . . . . . . . . . . . . . . . . . . . .  $         6,193   $        1,180
                                                                                         ================  ===============

The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>

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

<TABLE>
<CAPTION>
<S>                                                                                       <C>              <C>
                                                                                                    2003           2002
Revenues
     Sales of products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $          162   $        814
     Software sales, licenses and royalties. . . . . . . . . . . . . . . . . . . . . . .              62            470
     PEO services (gross billings of $4,096 and $8,098,
        respectively; less worksite employee payroll costs of
        $3,744 and $6,855, respectively) . . . . . . . . . . . . . . . . . . . . . . . .             352          1,243
                                                                                          ---------------  -------------
                                                                                                     576          2,527
                                                                                          ---------------  -------------
Costs and expenses
     Cost of products sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              48            614
     Cost of software sales, licenses and royalties. . . . . . . . . . . . . . . . . . .               9            277
     Cost of PEO services. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             132            880
     Selling, general, and administrative. . . . . . . . . . . . . . . . . . . . . . . .           1,216          1,863
     Research and development. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               -             68
                                                                                          ---------------  -------------
                                                                                                   1,405          3,702
                                                                                          ---------------  -------------

Loss from operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            (829)        (1,175)
                                                                                          ---------------  -------------

Other income (expense):
     Interest and financing costs, net . . . . . . . . . . . . . . . . . . . . . . . . .            (390)          (364)
     Gain on extinguishment of debt. . . . . . . . . . . . . . . . . . . . . . . . . . .           1,261            411
                                                                                          ---------------  -------------
                                                                                                     871             47
                                                                                          ---------------  -------------

Income (loss) before income taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . .              42         (1,128)
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               -              -
                                                                                          ---------------  -------------

Net income (loss). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $           42   $     (1,128)
                                                                                          ===============  =============

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

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

The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>

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

<TABLE>
<CAPTION>
<S>                                                                                       <C>            <C>
                                                                                                  2003           2002
Revenues
     Sales of products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $        742   $      2,578
     Sales of software, licenses and royalties . . . . . . . . . . . . . . . . . . . . .           241            820
     PEO services (gross billings of $9,057 and $15,172,
        respectively; less worksite employee payroll costs of
        $8,051 and $12,843, respectively). . . . . . . . . . . . . . . . . . . . . . . .         1,006          2,329
                                                                                          -------------  -------------
                                                                                                 1,989          5,727
                                                                                          -------------  -------------
Costs and expenses
     Cost of products sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           365          1,828
     Cost of software, licenses and royalties. . . . . . . . . . . . . . . . . . . . . .            71            331
     Cost of PEO services. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           275          1,687
     Selling, general, and administrative. . . . . . . . . . . . . . . . . . . . . . . .         4,382          5,449
     Research and development. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             -            140
                                                                                          -------------  -------------
                                                                                                 5,093          9,435
                                                                                          -------------  -------------

Loss from operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        (3,104)        (3,708)
                                                                                          -------------  -------------

Other income (expense):
     Interest and financing costs, net . . . . . . . . . . . . . . . . . . . . . . . . .        (1,501)        (1,382)
     Gain on extinguishment of debt. . . . . . . . . . . . . . . . . . . . . . . . . . .         1,918            411
     Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            25              -
                                                                                          -------------  -------------
                                                                                                   442           (971)
                                                                                          -------------  -------------

Loss before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        (2,662)        (4,679)
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             -              -
                                                                                          -------------  -------------

Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $     (2,662)  $     (4,679)
                                                                                          =============  =============

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

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

The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>

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

<TABLE>
<CAPTION>
<S>                                                                                      <C>              <C>
                                                                                                   2003            2002
                                                                                         ---------------  --------------
Cash flows from operating activities
   Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $       (2,662)  $      (4,679)
   Adjustments to reconcile net loss to net
     cash from operating activities
       Depreciation and amortization. . . . . . . . . . . . . . . . . . . . . . . . . .             107              81
       Write-down of fixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . .              55               -
       Stock issued for services. . . . . . . . . . . . . . . . . . . . . . . . . . . .             735             495
       Amortization of debt discount. . . . . . . . . . . . . . . . . . . . . . . . . .             606               -
       Interest related to conversion of debt . . . . . . . . . . . . . . . . . . . . .               -             831
       Value of service for exercise of warrants. . . . . . . . . . . . . . . . . . . .             166               -
       Warrant discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              70             109
       Gain on extinguishment of debt . . . . . . . . . . . . . . . . . . . . . . . . .          (1,918)           (411)
Decrease (increase) in accounts receivable. . . . . . . . . . . . . . . . . . . . . . .             452          (1,406)
Decrease (increase) in inventories. . . . . . . . . . . . . . . . . . . . . . . . . . .             117            (994)
Decrease (increase) in prepaid expenses and other . . . . . . . . . . . . . . . . . . .             (88)            (91)
(Decrease) increase in accounts payable and accrued expenses. . . . . . . . . . . . . .             295           2,428
(Decrease) increase in PEO liabilities. . . . . . . . . . . . . . . . . . . . . . . . .           1,780             933
(Decrease) increase in other assets . . . . . . . . . . . . . . . . . . . . . . . . . .            (382)            (16)
                                                                                         ---------------  --------------
               Net cash used in operating activities. . . . . . . . . . . . . . . . . .            (667)         (2,720)

Cash flows from investing activities
   Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            (101)            (56)
   Cash investment in acquisitions. . . . . . . . . . . . . . . . . . . . . . . . . . .               -            (250)
   Cash acquired in acquisitions. . . . . . . . . . . . . . . . . . . . . . . . . . . .               -             215
                                                                                         ---------------  --------------
               Net cash used in investing activities. . . . . . . . . . . . . . . . . .            (101)            (91)

Cash flows from financing activities
   Net borrowings under bank lines of credit. . . . . . . . . . . . . . . . . . . . . .            (125)           (600)
   Issuance (repayments) of notes payable . . . . . . . . . . . . . . . . . . . . . . .             435           1,183
   Warrant proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               -              66
   Net proceeds from issuance of common stock . . . . . . . . . . . . . . . . . . . . .             546           2,214
                                                                                         ---------------  --------------
               Net cash provided by financing activities. . . . . . . . . . . . . . . .             856           2,863

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

The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>

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

NON-CASH  INVESTING  AND  FINANCING  ACTIVITIES

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

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

During  the  three  months  ended  September 30, 2002, the Company rescinded the
$70,000  conversion of convertible notes payable into common stock (See note 7.)
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.

During  the  three  months  ended  March  31,  2003,  the  Company  acquired two
subsidiaries.  See  note  9.

<PAGE>
                IMAGING TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        (in thousands, except share data)
                                   (unaudited)

NOTE  1.  BASIS  OF  PRESENTATION

The  accompanying  unaudited  consolidated  condensed  financial  statements  of
Imaging Technologies Corporation and Subsidiaries (the "Company" or "ITEC") have
been  prepared  pursuant  to the rules of the Securities and Exchange Commission
(the  "SEC")  for  quarterly  reports on Form 10-Q and do not include all of the
information  and  note  disclosures  required by accounting principles generally
accepted  in  the United States of America. These financial statements and notes
herein  are  unaudited,  but  in  the  opinion  of  management,  include all the
adjustments  (consisting  only  of normal recurring adjustments) necessary for a
fair  presentation  of  the Company's financial position, results of operations,
and  cash  flows for the periods presented. These financial statements should be
read  in  conjunction  with the Company's audited financial statements and notes
thereto  for  the  years  ended  June  30,  2002, 2001, and 2000 included in the
Company's  annual  report  on  Form  10-K  filed with the SEC. Interim operating
results  are  not  necessarily  indicative  of  operating results for any future
interim  period  or  for  the  full  year.

NOTE  2.  GOING  CONCERN  CONSIDERATIONS

The  accompanying  consolidated financial statements have been prepared assuming
that  the  Company  will continue as a going concern. For the three months ended
March  31,  2003,  the Company had net income of $42 thousand; but experienced a
net  loss  of  $2.7 million for the nine-month period. As of March 31, 2003, the
Company  had  a  negative  working capital deficiency of $26.0 million and had a
shareholders'  deficiency  of  $21.3  million.  In  addition,  the Company is in
default  on certain note payable obligations and is being sued by numerous trade
creditors  for  nonpayment of amounts due.  The Company is also deficient in its
payments relating to payroll tax liabilities. These conditions raise substantial
doubt  about  the  Company's  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.

The Company must obtain additional funds to provide adequate working capital and
finance  operations. However, there can be no assurance that the Company will be
able  to complete any additional debt or equity financings on favorable terms or
at  all, or that any such financings, if completed, will be adequate to meet the
Company's  capital  requirements  including  compliance  with  the Imperial Bank
settlement agreement. Any additional equity or convertible debt financings could
result  in substantial dilution to the Company's 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 financial statements do not
include  any adjustments that might result from the outcome of this uncertainty.

NOTE  3.  EARNINGS  (LOSS)  PER  COMMON  SHARE

Basic  earnings  (loss)  per common share ("Basic EPS") excludes dilution and is
computed  by  dividing  net  income (loss) available to common shareholders (the
"numerator")  by  the  weighted average number of common shares outstanding (the
"denominator")  during  the  period.  Diluted  earnings  (loss) per common share
("Diluted  EPS")  is  similar  to  the  computation of Basic EPS except that the
denominator  is increased to include the number of additional common shares that
would  have  been  outstanding  if the dilutive potential common shares had been
issued. In addition, in computing the dilutive effect of convertible securities,
the  numerator  is  adjusted  to  add  back  the  after-tax  amount  of interest
recognized  in  the period associated with any convertible debt. The computation
of  Diluted  EPS does not assume exercise or conversion of securities that would
have  an anti-dilutive effect on net earnings (loss) per share. The following is
a reconciliation of Basic EPS to Diluted EPS for the nine months ended March 31,
2003  and  2002:

<TABLE>
<CAPTION>

<S>                            <C>               <C>            <C>
                               EARNINGS (LOSS)   SHARES         PER-SHARE
                                    (NUMERATOR)  (DENOMINATOR)  AMOUNT
MARCH 31, 2002
     Net loss . . . . . . . .  $        (4,679)
          Preferred dividends              (18)
                               ----------------
     Basic and diluted EPS. .           (4,697)         10,557  $    (0.44)

MARCH 31, 2003
     Net loss . . . . . . . .  $        (2,662)
          Preferred dividends              (18)
                               ----------------
     Basic and diluted EPS. .           (2,680)         77,000  $    (0.03)
</TABLE>

NOTE  4.  INVENTORIES

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

NOTE  5.  RECENT  ACCOUNTING  PRONOUNCEMENTS

SFAS  149

In  April  2003,  the  FASB  issued  SFAS  149  - "Amendment of Statement 133 on
Derivative  Instruments and Hedging Activities", effective for contracts entered
into  or  modified  after  June 30, 2003, except as stated below and for hedging
relationships  designated  after  June  30,  2003. In addition, except as stated
below,  all  provisions  of  this Statement should be applied prospectively. The
provisions  of this Statement that relate to Statement 133 Implementation Issues
that  have been effective for fiscal quarters that began prior to June 15, 2003,
should  continue  to  be  applied  in accordance with their respective effective
dates. In addition, paragraphs 7(a) and 23(a), which relate to forward purchases
or  sales  of  when-issued securities or other securities that do not yet exist,
should  be  applied  to  both  existing contracts and new contracts entered into
after  June  30,  2003.  The  Company does not participate in such transactions,
however,  is  evaluating  the effect of this new pronouncement, if any, and will
adopt  FASB  149  within  the  prescribed  time.

SFAS  150

In  May  2003,  the  FASB  issued  SFAS  150 - "Accounting for Certain Financial
Instruments  with Characteristics of both Liabilities and Equity", effective for
financial instruments entered into or modified after May 31, 2003, and otherwise
is  effective  at the beginning of the first interim period beginning after June
15, 2003.  This Statement establishes standards for how an issuer classifies and
measures  certain financial instruments with characteristics of both liabilities
and  equity.  It  requires  that  an  issuer  classify  a freestanding financial
instrument  that  is  within  its  scope  as  a  liability  (or an asset in some
circumstances).  Many of those instruments were previously classified as equity.
Some  of  the  provisions  of  this  Statement  are  consistent with the current
definition  of  liabilities  in  FASB  Concepts  Statement  No.  6,  Elements of
Financial  Statements.  The  Company  is  evaluating  the  effect  of  this  new
pronouncement  and  will  adopt  FASB  150  within  the  prescribed  time.

NOTE  6.  REVENUE  RECOGNITION  RELATED  TO  PEO  SEGMENT

The Company recognizes its revenues associated with its PEO business pursuant to
EITF  99-19  "Reporting  Revenue  Gross  as a Principal versus Net as an Agent."
Previously, the Company reported its worksite employees as a component of direct
costs,  The Company's revenues are now reported net of worksite employee payroll
cost  (net  method).  To  conform  to  the  net method, the Company reclassified
worksite  employee  payroll  costs  of  $3.7  million  and  $6.9 million for the
three-month  period  ended  March  31,  2003 and 2002, respectively, from direct
costs  to revenues; and $8.0 million and $12.8 million for the nine-month period
ended March 31, 2003 and 2002, respectively. This reclassification had no effect
on  gross  profit,  operating  loss,  or  net  loss.

NOTE  7.  CONVERTIBLE  NOTES  PAYABLE

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

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

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

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

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

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

NOTE  8.  STOCK  ISSUANCES

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

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

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

During  the  quarter, ITEC issued 12,190,013 common shares to holders of $88,129
of  convertible  notes  payable  at  an  average conversion price of  $0.007 per
share.  420,334  common  shares  were issued pursuant to these notes payable for
$2,781  of  interest.

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

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

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

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

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

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

NOTE  9.  BUSINESS  ACQUISITIONS

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

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

Under  the  terms  of  the  Greenland  acquisition,  ITEC  acquired  all  of the
19,183,390  shares  of  common  stock of Greenland; and paid for the exercise of
warrants  to  purchase 95,319,510 shares of Greenland common stock. The purchase
price  was  $2,250,000 in the form of a promissory note payable to Greenland and
is  convertible  into  shares  of ITEC common stock, the number of which will be
determined  by  a  formula applied to the market price of the shares at the time
that  the  promissory  note  is converted.  The promissory note of $2,250,000 is
payable  to  Greenland  Corporation  and is eliminated during the consolidation.

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

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

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

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

Pursuant  to  the terms of the Agreement, the actual purchase price was $0 based
on  the  stated  purchase  price of $2,250,000 per the agreement less promissory
note  payable  to  $2,250,000  to  Greenland,  which  was  eliminated  in  the
consolidation.

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

The  total  purchase  price was valued at approximately $0 and is summarized and
allocated  as  follows:

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

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

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

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

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

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

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

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

<TABLE>
<CAPTION>
<S>                                          <C>
Other current assets. . . . . . . . . . . .  $    280,067
Property and equipment. . . . . . . . . . .        11,340
Other non-current assets. . . . . . . . . .        18,000
Accounts payable and accrued
    expenses, and other current liabilities      (833,409)
Other long-term liabilities . . . . . . . .      (868,998)
Patent, net of accumulated amortization . .     1,588,000
                                             -------------
Purchase price. . . . . . . . . . . . . . .  $    195,000
                                             =============
</TABLE>

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

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

Net revenue, as reported . . . . . . .  $         1,989
Net revenue, proforma. . . . . . . . .  $         3,829

Loss from operations, as reported. . .  $        (2,662)
Loss from operations, proforma . . . .  $        (6,511)

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

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

On  March  1, 2003, the Company's Greenland subsidiary purchased a number of PEO
clients  from  StaffPro  Plus, a Michigan Corporation for a non interest bearing
note which, when imputed for interest at 6% per annum, aggregates $254,709. This
investment  was  included  in  other assets and a corresponding note payable was
recorded.  Interest  and  principal  will  be recorded as payments are made. The
term  of  the note consists of 24 payments and the final payment is due on April
18,  2005.  The amount of the note payable can be adjusted if the client base so
acquired  does  not  remain  with  the  Greenland  Corporation  and  Subsidiary.

NOTE  10.  SEGMENT  INFORMATION

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

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

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

                             PRODUCTS    SOFTWARE    PEO SERVICES    TOTAL
                                         ----------  --------------  --------
3-months
---------------------------
    Revenues. . . . . . . .  $     162   $      62   $         352   $   576
    Operating income (loss)         (5)        (65)           (759)     (829)

9-months
---------------------------
    Revenues. . . . . . . .  $     742   $     241   $       1,006   $ 1,989
    Operating income (loss)        (58)       (265)         (2,781)   (3,104)
</TABLE>

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

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

NOTE  11.  EXTINGUISHMENT  OF  DEBT

During  the  three  months  ended  March  31,  2003,  the  Company had a gain on
extinguishment  of  debt  of  $1.3  million.  The  Company reviewed its accounts
payable  and  determined  that  $1.3  million  was  associated  with  unsecured
creditors.  ITEC,  based  upon an opinion provided by independent legal counsel,
has been released as the obligator of these liabilities. Accordingly, management
has  elected  to adjust its accounts payable and to classify such adjustments as
extinguishment  of  debt.

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

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

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

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

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

NOTE  13.  SUBSEQUENT  EVENTS

Subsequent  to  March  31,  2003, the Company issued 96,008,433 shares of common
stock  for  the  following purposes and related amounts: Acquisition activities,
1,000,000;  Conversion  of Convertible Debt, 84,608,433; Conversion of Warrants,
2,500,000;  Office  Rent,  1,650,000;  and,  Consulting Services, 6,250,000. The
shares were issued and valued at the average of the closing bid and ask price on
the  date  of  issuance.  The  total  value of common shares issued, which would
include  both  par  value  and  additional  paid-in-capital,  was  $966,353.

<PAGE>
ITEM  2.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION
     AND  RESULTS  OF  OPERATIONS

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

OVERVIEW

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

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

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

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

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

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

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

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

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

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

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

RESTRUCTURING  AND  NEW  BUSINESS  UNITS

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

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

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

ACQUISITION  AND  SALE  OF  BUSINESS  UNITS

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

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

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

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

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

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

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

SIGNIFICANT  ACCOUNTING  POLICIES  AND  ESTIMATES

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

REVENUE  RECOGNITION  RELATED  TO  PEO  SEGMENT

We  recognize  revenues  associated with our PEO business pursuant to EITF 99-19
"Reporting  Revenue Gross as a Principal versus Net as an Agent." Previously, we
reported our worksite employees as a component of direct costs, Our revenues are
now  reported  net of worksite employee payroll cost (net method). To conform to
the  net method, we reclassified worksite employee payroll costs of $3.7 million
and  $6.9  million  for  the  three-month  period ended March 31, 2003 and 2002,
respectively,  from direct costs to revenues; and $8.0 million and $12.8 million
for  the  nine-month  period  ended  March 31, 2003 and 2002, respectively. This
reclassification  had  no  effect  on gross profit, operating loss, or net loss.

RESULTS  OF  OPERATIONS

Revenues
--------

     Revenues  were  $576  thousand  and $2.5 million for the three-month period
ended  March  31, 2003 and 2002, respectively, a decrease of $2.0 million (77%).
For  the nine-month period ended March 31, 2003 and 2002, respectively, revenues
were  $2.0  million  and  $5.7  million,  a  decrease of $3.7 million (65%). The
decrease  in  revenues was due primarily to changes in the customer structure of
our  PEO  activities  in  our  Source  One Group (SOG) subsidiary as well as the
changes  associated with our revenue recognition policy. (Also see Note 6 to the
Consolidated  Financial  Statements.) Since the acquisition of SOG, we have lost
several  customers  due  to changes in rates for services, particularly workers'
compensation  insurance. Additionally, we elected to terminate certain customers
due  to profitability concerns. New customers, particularly related to ExpertHR,
a  wholly-owned  subsidiary  of  Greenland,  have  been  acquired,  and more are
anticipated  pursuant to signed agreements, which will contribute to revenues in
the  fourth  quarter  of  the  current  fiscal  year.  We acquired a controlling
interest  in  Greenland  in  January  2003.

Imaging  Products

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

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

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

PEO  Services

     PEO  revenues for the three-month period ended March 31, 2003 and 2002 were
$352 thousand and $1.2 million, respectively, a decrease of $891 thousand (72%).
PEO  revenues  for the nine-month period ended March 31, 2003 and 2002 were $1.0
million  and  $2.3  million, respectively, a decrease of $1.3 million (57%). The
decrease in revenues was due primarily to changes in the customer structure SOG.
Over  the  past year, we have lost several customers due to changes in rates for
services, particularly workers' compensation insurance. Additionally, we elected
to  terminate  certain  customers  due  to  profitability  concerns.

COST  OF  PRODUCTS  SOLD

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

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

     Cost  of  PEO  services  were  $132 thousand (38% of PEO revenues) and $880
thousand  (71%  of PEO revenues) for the three-month period ended March 31, 2003
and 2002, respectively; and $275 thousand (27% of PEO revenues) and $1.7 million
(72%  of  PEO revenues) for the nine-month period ended March 31, 2003 and 2002,
respectively.  The  increase  in  margin  is  primarily  due  to the election of
management  to self-insure workers' compensation coverage for worksite employees
during  the  three-month  period  ended  March  31,  2003. The Company no longer
self-insures  workers'  compensation  in  order to reduce our financial risk; we
contract  such  coverage  with  third-party  insurance  carriers.

SELLING,  GENERAL  AND  ADMINISTRATIVE  EXPENSES

     Selling,  general  and  administrative expenses have consisted primarily of
salaries  and commissions of sales and marketing personnel, salaries and related
costs for general corporate functions, including finance, accounting, facilities
and  legal,  advertising  and  other  marketing  related  expenses, and fees for
professional  services.

     Selling,  general  and  administrative  expenses for the three-month period
ended  March  31,  2003  and  2002,  respectively,  were  $1.2 million and $1.86
million. In the current three-month period, selling, general, and administrative
expenses  decreased  $647  thousand  (35%)  from  the  year-earlier quarter. The
decrease  was  due  primarily  to  reduced  payroll  and  consulting  expenses.

Selling,  general  and  administrative  expenses for the nine-month period ended
March  31,  2003  and 2002, respectively, were $4.4 million and $5.5 million. In
the  current  nine-month period, we reduced selling, general, and administrative
expenses  $1.1  million  (20%)  due  primarily  to  staff  reductions.

COSTS  OF  RESEARCH  AND  DEVELOPMENT

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

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

OTHER  INCOME  AND  EXPENSE

     Interest  and  financing costs were $390 thousand and $364 thousand for the
three  months  ended  March 31, 2003 and 2002, respectively. For the nine-months
ended March 31, 2003 and 2002, interest and financing costs totaled $1.5 million
and  $1.4  million;  respectively.

     During  the  three-month  period  ended  March  31,  2003  we had a gain on
extinguishment  of  debt  of $1.3 million. In the prior year, reported a gain on
extinguishments  of  debt of $411 thousand. Also see Note 11 to our consolidated
financial  statements.

LIQUIDITY  AND  CAPITAL  RESOURCES

     Historically,  we  have  financed  our  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,  we  have  made  some  strategic  acquisitions.

     As  a  result  of  some  of  our  financing  activities,  there  has been a
significant  increase in the number of issued and outstanding shares. During the
three-month  period  ended  March 31, 2003, we issued an additional 29.2 million
shares.  During  the  nine-month  period  ended  March 31, 2003, we issued 125.8
million shares. These shares of common stock were issued primarily for corporate
expenses  in  lieu  of  cash,  and  for  the  exercise  of  warrants.

As of March 31, 2003, we had negative working capital of $26 million, a decrease
in  working  capital of approximately $5.2 million (24%) as compared to June 30,
2002,  due  primarily  to our net loss in each successive quarterly period since
the  year  ended  June  30,  2002.

Net  cash used by operating activities was $.7 million for the nine-month period
ended  March  31,  2003  as compared to net cash used in operating activities of
$2.7  million for the nine months ended March 31, 2002, a decrease of $2 million
or  74%,  due  primarily  to  the suspension of cash-intensive business segments
associated  with  the  sales  of  office  products.

Cash  used  in  investing activities was $101 thousand for the nine-month period
ended  March  31,  2003,  a decrease of $10 thousand (11%) from the year-earlier
period.

Net  cash  provided  by  financing activities was $.9 million for the nine month
period ended March 31, 2003 compared to cash provided by financing activities of
$2.9  million  for  the nine-month period ended March 31, 2003, a decrease of $2
million, or 69%. The decrease is due primarily to a reduction in the issuance of
notes  payable  and the reduction in long-term notes payable associated with our
ability  to  use  revenues  to  fund  more  of  our  operations.

     We  have  no  material  commitments  for  capital  expenditures.  Our  5%
convertible  preferred stock (which ranks prior to ITEC's common stock), carries
cumulative  dividends,  when  and  as  declared, at an annual rate of $50.00 per
share.  The aggregate amount of such dividends in arrears at March 31, 2003, was
approximately  $342  thousand.

     Our  capital  requirements  depend  on  numerous  factors, including market
acceptance  of  our  products and services, the resources we devote to marketing
and  selling  our  products  and  services, and other factors. The report of our
independent  auditors  accompanying  our  June  30,  2002  financial  statements
includes  an explanatory paragraph indicating there is a substantial doubt about
our  ability  to  continue as a going concern, due primarily to the decreases in
the  our  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  and  has, subsequent to the period reported in this filing,
been  settled for $200,000 in cash (paid by our insurance carrier) and 5,000,000
shares  of  ITEC common stock, the distribution of which is pending instructions
from  the  Court.

     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

     In  October 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  and, in November 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. In January 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 $200,000 in cash. The Parties have accepted the settlement.
We  have  committed  the shares, and our insurance carrier has paid the $200,000
cash  payment.  Pursuant to a hearing in May 2003 the Court provided preliminary
approval to the settlement. It is still not determined, however, what percentage
of the settlement will be payable to the plaintiff's attorneys, nor whether that
percentage  is  to  be  applied  before  or  after  costs  are deducted from the
settlement  fund.

     As  reported  on  Form  8-K, filed July 22, 2003, under SFAS 5, we have not
been  able  to  account  for  the  associated  liability as it does not meet the
criteria  of  SFAS  5  - the potential liability cannot be accurately determined
until  after the Court makes its final ruling. We expect to report the financial
impact  of  this settlement in our Annual Report on Form 10-K for the year ended
June  30,  2003.

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

     The  Company  is also a party to a lawsuit filed by Symphony Partners, L.P.
related  to  its  acquisition  of SourceOne Group, LLC. As reported on Form 8-K,
dated  July  22,  2003, the plaintiffs sought payment of $702,000. Subsequent to
the  period  reported in this filing, in June 2003, we entered into a settlement
with the plaintiffs for a cash payment of $274,000, which has been paid. We will
account for this settlement in our Annual Report on Form 10-K for the year ended
June  30,  2003.

     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. Subsequent to the
period  reported in this filing, in June 2003, we entered into a settlement with
the plaintiffs who have agreed to dismiss their claims against us with prejudice
in  exchange for a settlement fee payment of $10,000, which is being paid over a
three-month  period. We will account for this settlement in our Annual Report on
Form  10-K  for  the  year  ended  June  30,  2003.

     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.

     In  connection with the Company's acquisition of Greenland Corporation, the
following  are  the  outstanding  legal  matter  for  Greenland  Corporation:

     Greenland, along with Seren Systems ("Seren"), its then current and primary
software developer and supplier for its own ABM terminals, was in the process of
completing  development  of  the  check  cashing service interface to the Mosaic
Software  host  system  being  implemented  to  support a large network of V.com
terminals.  In September 2000, Seren unilaterally halted testing and effectively
shut-down  any  further  check  cashing  development  for the V.com project. The
parties participating in this project may have been financially damaged, related
to  the  delay  in  performance by Greenland and Seren. None of the parties have
brought suit against Greenland and/or Seren at this time. There is no assurance,
however,  that  such  suit(s)  will  not  be  brought  in  the  future.

     On  May  23,  2001  Greenland  filed a Complaint in San Diego County naming
Michael  Armani  as  the  defendant. The Complaint alleges breach of contract by
Michael  Armani  in  connection  with  two  separate  stock purchase agreements.
Greenland  seeks  damages in the amount of $474,595. On August 7, 2001 Greenland
filed  a  request  for  Entry  of  Default  against  Mr. Armani in the amount of
$474,595 and the court granted entry of default. Subsequently Mr. Armani filed a
motion  to  set  aside  the  entry  of default and on October 26, 2001 the court
granted  said  motion  and the entry of default was set aside. Greenland and Mr.
Armani  participated  in  mediation  and  as  a result entered into a settlement
agreement  whereby  Mr. Armani agreed to make certain cash payments to Greenland
and  the parties entered into mutual release of all claims. Mr. Armani defaulted
in  his  obligation  to  make the first cash payment and consequently, Greenland
obtained a judgment against Mr. Armani for $100,000. Greenland is continuing its
efforts  to  collect  on  the  judgment.

     On  May  23,  2001 Arthur Kazarian, Trustee for the General Wood Investment
Trust (the "Landlord") filed a Complaint in San Diego County naming Greenland as
a  defendant.  The Complaint alleges breach of contract pursuant to the terms of
the  lease  agreement between the Company and the Landlord for the real property
located  at  1935 Avenida Del Oro, Oceanside, California and previously occupied
by  Greenland.  The  Complaint  seeks  damages  in  the  amount of approximately
$500,000.  Although  Greenland remains liable for the payments remaining for the
term  of  the lease, the Landlord has a duty to mitigate said damages. Greenland
recorded  a  lease  termination  liability  of  $275,000  during  the year ended
December  31,  2001.  Greenland  entered into a settlement agreement with Arthur
Kazarian,  Trustee  for the General Wood Investment Trust (the "Landlord") where
by  Greenland  agreed to pay the sum of $220,000 to the Landlord in installments
payments  of  $20,000  in  May  2002,  $50,000 in October 2002 and the remaining
balance  in  December  2002.  In  the  event  Greenland  defaults  in any or all
scheduled  payments,  the  Landlord  is  entitled  to  a  stipulated judgment of
approximately  $275,000. Greenland was unable to make the scheduled payments and
as  a  result, on July 8, 2002, the Landlord has entered a judgment lien against
Greenland  in  the  amount  of  $279,654.

     Greenland  entered into an agreement with Intellicorp, Inc. ("Intellicorp")
whereby  Intellicorp  agreed  to  invest $3,000,000 in exchange for seats on the
board  of  directors  and  restricted shares of common stock of Greenland. After
making  the  initial  payment of $500,000, Intellicorp defaulted on the balance.
Greenland  sued  for  recovery  of  the  unpaid $2,500,000. Greenland had issued
46,153,848  shares  of  common  stock for the investment, which were returned to
Greenland  and  cancelled.  A  default  judgment  was  entered against defendant
IntelliCorp, IntelliGroup, and Isaac Chang.  In June 203, a judgment was entered
in  the  Superior Court of the State of California, County of San Diego, against
the  defendants  in  favor  of  Greenland.  The  amount  of  the  judgment  was
$3,950,640.02  and  was  comprised of an award of $2,950,640.02 for compensatory
damages  and an award of $1,000,000.00 for punitive damages. The Court found, by
clear  and  convincing  evidence, that the Defendants acted maliciously and with
the  intent  to  defraud  Greenland  when  they entered into a private placement
transaction  to  fund  Greenland.The  defendant's  ability  to  pay  is unknown.

     Max  Farrow,  a formal officer of Greenland, filed a Complaint in San Diego
County  naming  Greenland,  Thomas J. Beener, Intelli-Group, Inc., Intelli-Group
LLC  and  Intelli-Corp,  Inc.  as  defendants.  The  Complaint alleges breach of
contract  in connection with Mr. Farrow's resignation as an officer and director
of  the Company in January 2001. Greenland and Mr. Thomas Beener, entered into a
settlement  agreement  with  Max Farrow whereby Mr. Farrow agreed to release Mr.
Beener  from  all  claims,  obligations  etc., in exchange for the issuance of 8
million  restricted  shares of Greenland common stock. The good faith settlement
was approved by the court and the agreed upon consideration was delivered to Mr.
Farrow. Greenland entered into a settlement with Farrow whereby Greenland agreed
to a judgment of $125,000. However, the judgment will not be enforced until such
time  as  efforts  to collect against IntelliCorp et al, have been exhausted. In
the  event  funds  are  collected  from IntelliCorp. Mr. Farrow will receive the
first  $125,000  plus  50% of the next $200,000 collected. Greenland will retain
all  amounts  collected  thereafter.

     Fund  Recovery,  a  temporary  staffing  services filed a complaint against
Greenland  alleging  breach  of  contract. A summary judgment motion is pending.
Greenland recorded the liability amount of $14,000 in the consolidated financial
statements.

     John  Ellis  has filed a demand for arbitration in San Diego County against
Greenland  seeking  damages  of  approximately  $70,000 for an alleged breach of
contract  action.  Greenland  believes it has valid defenses to the allegations.
Mr.  Ellis  appears to have abandoned this action in arbitration and has elected
to  pursue  a  civil  suit.

     John  Ellis  has  filed  an  action  in  San Diego County against Greenland
seeking  damages  of  approximately  $60,000  for  an alleged breach of contract
action. Greenland believes it has valid defenses to the allegations. This amount
was  recorded as a liability in the consolidated financial statements. Greenland
has  filed  a  motion  to  quash  service  of  the  civil  action  and to compel
arbitration.

     NKS  Enterprises,  Inc.  commenced  a legal action against Greenland in San
Diego  Superior Court in Vista California seeking damages in connection with the
purchase  and operation of a MaxCash ABM. The case was settled in December 2002.
The  maximum  amount  to  be paid under the settlement is $100,000. In exchange,
Greenland  will receive the MaxCash ABM sold to NKS Enterprises. This amount was
recorded  as  a  liability  in  the  consolidated  financial  statements.

     Furthermore,  from  time to time, the Company may be involved in litigation
relating  to  claims  arising  out  of  its  operations  in the normal course of
business.

ITEM  2.  CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS

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

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

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

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

ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES

     None

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

     None

ITEM  5.  OTHER  INFORMATION

     None

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

Exhibits:
---------

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

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

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

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

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

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

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

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

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

10(j)  -  Stock Purchase Agreement among Greenland, ITEC, and ExpertHR Oklahoma,
Inc.,  dated  March 18, 2003. (Incorporated by reference to Form 10-Q. filed May
20,  2003.)

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

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

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

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

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

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

On  July  22,  3003,  the  Company  filed  Form 8-K related to the settlement of
certain  legal  matters.

<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:  August  20,  2003

IMAGING  TECHNOLOGIES  CORPORATION  (Registrant)


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


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