UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

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

                FOR THE QUARTERLY PERIOD ENDED DECEMBER 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 February
10,  2004  was  341,818,798

Transitional  Small  Business  Disclosure Format (check one):  Yes [ ]  No [ X ]

<PAGE>

TABLE  OF  CONTENTS

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

ITEM 1.  Consolidated Financial Statements
     Consolidated Balance Sheet - December 31, 2003 (unaudited). . . . . . . . . . . . . . . . . .   3
     Consolidated Statements of Operations - 3 months ended December 31, 2003 and 2002 (unaudited)   4
     Consolidated Statements of Operations-6 months ended December 31, 2003 and 2002  (unaudited).   5
     Consolidated Statements of Cash Flows - 6 months ended December 31, 2003 and 2002 (unaudited)   6
     Notes to Consolidated Financial Statements (unaudited). . . . . . . . . . . . . . . . . . . .   8

ITEM 2.  Management's Discussion and Analysis or Plan of Operations. . . . . . . . . . . . . . . .  17

ITEM 3.   Controls and Procedures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28

PART II - OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29

ITEM 1.  Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
ITEM 2.  Changes In Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
ITEM 3.  Defaults Upon Senior Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
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

EXHIBITS

CERTIFICATIONS
</TABLE>

<PAGE>

PART  I.  -  FINANCIAL  INFORMATION

ITEM  1.   CONSOLIDATED  FINANCIAL  STATEMENTS

                IMAGING TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                        (in thousands, except share data)
                                   (unaudited)

<TABLE>
<CAPTION>
<S>                                                                                         <C>
ASSETS
                                                                                            DECEMBER 31, 2003
                                                                                            -------------------
Current assets
     Cash. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $               68
     Accounts receivable, net of  allowance of $392. . . . . . . . . . . . . . . . . . . .                 750
     Inventories, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                  15
     Prepaid expenses and other current assets . . . . . . . . . . . . . . . . . . . . . .                  53
                                                                                            -------------------
          Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 886
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               2,822
Patent, net of accumulated amortization of $120. . . . . . . . . . . . . . . . . . . . . .               1,498
PEO contracts, net of accumulated amortization of $168 . . . . . . . . . . . . . . . . . .               1,007
Property and equipment, net of accumulated depreciation. . . . . . . . . . . . . . . . . .                 259
Workers' compensation deposit and other assets . . . . . . . . . . . . . . . . . . . . . .                 135
                                                                                            -------------------
 Total assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $            6,607
                                                                                            ===================

LIABILITIES AND SHAREHOLDERS' DEFICIENCY

Current liabilities
     Borrowings under bank notes payable . . . . . . . . . . . . . . . . . . . . . . . . .  $            3,145
     Notes payable, current portion (including related party note of $1,500) . . . . . . .               2,644
     Convertible debentures, net of discounts of $124. . . . . . . . . . . . . . . . . . .                 952
     Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               3,779
     Obligations under capital lease . . . . . . . . . . . . . . . . . . . . . . . . . . .                 362
     PEO payroll taxes and other payroll deductions. . . . . . . . . . . . . . . . . . . .               8,281
     Advances from related party . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                  30
     Other accrued expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              12,337
                                                                                            -------------------
          Total current liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . .              31,530
                                                                                            -------------------
Long-term liabilities:
     Long-term capital lease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                  51
     Long-term convertible debentures, less discounts of $755. . . . . . . . . . . . . . .                 400
     Long-term notes payable (including related party note of $250). . . . . . . . . . . .                 482
                                                                                            -------------------
Total liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              32,463
                                                                                            -------------------

Preferred stock - minority interest in subsidiary. . . . . . . . . . . . . . . . . . . . .                 921

Shareholders' deficiency
   Series A convertible, redeemable preferred stock, $1,000 par value, 7,500 shares
     authorized, 20.5 shares issued and outstanding. . . . . . . . . . . . . . . . . . . .                 420
  Common stock, $0.005 par value, 500,000,000 shares authorized; 317,587,999
     shares issued and outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . .               1,588
     Common stock warrants and options . . . . . . . . . . . . . . . . . . . . . . . . . .                 475
     Paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              83,302
     Accumulated deficit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            (112,562)
                                                                                            -------------------
          Total shareholders' deficiency . . . . . . . . . . . . . . . . . . . . . . . . .             (26,777)
                                                                                            -------------------
 Total liabilities and shareholders' deficiency. . . . . . . . . . . . . . . . . . . . . .  $            6,607
                                                                                            ===================

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

<PAGE>

                IMAGING TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                  THREE MONTHS ENDED DECEMBER 31, 2003 AND 2002
                        (in thousands, except share data)
                                   (unaudited)

<TABLE>
<CAPTION>
<S>                                                                                       <C>              <C>
(In thousands, except per share amounts)
                                                                                                    2003             2002
                                                                                          ---------------  ---------------
Revenues
     Sales of products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $          324   $           94
     Software sales, licenses and royalties. . . . . . . . . . . . . . . . . . . . . . .               -               41
     Temporary staffing services . . . . . . . . . . . . . . . . . . . . . . . . . . . .           2,669                -
     PEO services (gross billings of $14,254 and $2,139
       respectively; less worksite employee payroll costs of $15,641
       and $1,877, respectively) . . . . . . . . . . . . . . . . . . . . . . . . . . . .           2,597              262
                                                                                          ---------------  ---------------
 Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           5,590              397
                                                                                          ---------------  ---------------

Costs of revenues
     Cost of products sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              46               82
     Cost of software sales, licenses and royalties. . . . . . . . . . . . . . . . . . .               -               29
     Cost of temporary staffing. . . . . . . . . . . . . . . . . . . . . . . . . . . . .             500                -
     Cost of PEO services. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           3,984                1
                                                                                          ---------------  ---------------
 Total cost of revenues. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           4,530              112
                                                                                          ---------------  ---------------

Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           1,060              285

Operating expenses
     Selling, general, and administrative. . . . . . . . . . . . . . . . . . . . . . . .           3,408            1,124
     Research and development. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               -                -
                                                                                          ---------------  ---------------
                                                                                                   3,408            1,124
                                                                                          ---------------  ---------------

Loss from operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          (2,343)            (839)
                                                                                          ---------------  ---------------

Other income (expense):
     Interest and finance costs, net . . . . . . . . . . . . . . . . . . . . . . . . . .            (694)            (490)
     Gain on extinguishment of debt. . . . . . . . . . . . . . . . . . . . . . . . . . .             518              656
     Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              94               21
                                                                                          ---------------  ---------------
                                                                                                     (82)             187
                                                                                          ---------------  ---------------

Loss before provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . . .          (2,430)            (652)

Provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               -                -
                                                                                          ---------------  ---------------

Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          (2,430)            (652)
Preferred stock dividends. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              (5)              (5)
                                                                                          ---------------  ---------------
Net loss attributed to common shareholders . . . . . . . . . . . . . . . . . . . . . . .  $       (2,435)  $         (657)
                                                                                          ===============  ===============

Loss per common shares
     Basic and diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $        (0.01)  $        (0.01)
                                                                                          ===============  ===============

Weighted average common shares - basic and diluted . . . . . . . . . . . . . . . . . . .         288,935           66,284
                                                                                          ===============  ===============

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

<PAGE>

                IMAGING TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                   SIX MONTHS ENDED DECEMBER 31, 2003 AND 2002
                        (in thousands, except share data)
                                   (unaudited)

<TABLE>
<CAPTION>
<S>                                                                                       <C>              <C>
(In thousands, except per share amounts)
                                                                                                    2003             2002
                                                                                          ---------------  ---------------
Revenues
     Sales of products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $          455   $          580
     Software sales, licenses and royalties. . . . . . . . . . . . . . . . . . . . . . .              36              179
     Temporary staffing services . . . . . . . . . . . . . . . . . . . . . . . . . . . .           3,436                -
     PEO services (gross billings of $34,333 and $4,961
       respectively; less worksite employee payroll costs of $36,316
       and $4,307, respectively) . . . . . . . . . . . . . . . . . . . . . . . . . . . .           6,549              654
                                                                                          ---------------  ---------------
 Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          10,476            1,413
                                                                                          ---------------  ---------------

Costs of revenues
     Cost of products sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             128              317
     Cost of software sales, licenses and royalties. . . . . . . . . . . . . . . . . . .               3               62
     Cost of temporary staffing. . . . . . . . . . . . . . . . . . . . . . . . . . . . .           1,194                -
     Cost of PEO services. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           7,135              143
                                                                                          ---------------  ---------------
 Total cost of revenues. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           8,460              522
                                                                                          ---------------  ---------------

Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           2,016              891

Operating expenses
     Selling, general, and administrative. . . . . . . . . . . . . . . . . . . . . . . .           6,413            3,165
     Research and development. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               -                -
                                                                                          ---------------  ---------------
                                                                                                   6,413            3,165
                                                                                          ---------------  ---------------

Loss from operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          (4,397)          (2,274)
                                                                                          ---------------  ---------------

Other income (expense):
     Interest and finance costs, net . . . . . . . . . . . . . . . . . . . . . . . . . .            (929)          (1,111)
     Gain on extinguishment of debt. . . . . . . . . . . . . . . . . . . . . . . . . . .             518              656
     Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              25               25
                                                                                          ---------------  ---------------
                                                                                                    (386)            (430)
                                                                                          ---------------  ---------------

Loss before provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . . .          (4,783)          (2,704)

Provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               -                -
                                                                                          ---------------  ---------------

Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          (4,783)          (2,704)
Preferred stock dividends. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             (10)             (10)
                                                                                          ---------------  ---------------
Net loss attributed to common shareholders . . . . . . . . . . . . . . . . . . . . . . .  $       (4,793)  $       (2,714)
                                                                                          ===============  ===============

Loss per common shares
     Basic and diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $        (0.02)  $        (0.06)
                                                                                          ===============  ===============

Weighted average common shares - basic and diluted . . . . . . . . . . . . . . . . . . .         264,745           45,473
                                                                                          ===============  ===============

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

<PAGE>

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

<TABLE>
<CAPTION>
<S>                                                                                      <C>               <C>
                                                                                                    2003           2002
                                                                                         ----------------  -------------
Cash flows from operating activities
   Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $        (4,783)  $     (2,704)
   Adjustments to reconcile net loss to net
     cash from operating activities
       Depreciation and amortization. . . . . . . . . . . . . . . . . . . . . . . . . .              229             48
       Writedown of fixed assets. . . . . . . . . . . . . . . . . . . . . . . . . . . .                -             55
       Stock issued for services. . . . . . . . . . . . . . . . . . . . . . . . . . . .              363            671
       Amortization of debt discount. . . . . . . . . . . . . . . . . . . . . . . . . .              475            450
       Value of service for exercise of warrants. . . . . . . . . . . . . . . . . . . .                -            166
       Value of warrants issued for services. . . . . . . . . . . . . . . . . . . . . .                -             70
       Gain on extinguishments of debt. . . . . . . . . . . . . . . . . . . . . . . . .                -           (656)
  Changes in operating assets and liabilities:
     Accounts receivable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             (243)           286
     Inventories. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                -            139
     Prepaid expenses and other . . . . . . . . . . . . . . . . . . . . . . . . . . . .              (33)          (115)
     Accounts payable and accrued expenses. . . . . . . . . . . . . . . . . . . . . . .            1,436            857
     PEO liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            1,018            942
     Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               38              -
                                                                                         ----------------  -------------
              Net cash provided by (used in) operating activities . . . . . . . . . . .           (1,500)           209
                                                                                         ----------------  -------------

Cash flows from investing activities
   Purchase of furniture & equipment. . . . . . . . . . . . . . . . . . . . . . . . . .             (158)             -
                                                                                         ----------------  -------------
               Net cash used in investing activities. . . . . . . . . . . . . . . . . .             (158)             -
                                                                                         ----------------  -------------

Cash flows from financing activities
   Change in cash overdraft, net. . . . . . . . . . . . . . . . . . . . . . . . . . . .              (87)             -
   Net borrowings under bank notes payable. . . . . . . . . . . . . . . . . . . . . . .              (25)          (100)
   Issuance of convertible debentures . . . . . . . . . . . . . . . . . . . . . . . . .              650              -
   Repayment of notes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             (170)             -
   Repayment of capital lease obligation. . . . . . . . . . . . . . . . . . . . . . . .              (20)             -
   Net proceeds from issuance of common stock . . . . . . . . . . . . . . . . . . . . .              155             25
                                                                                         ----------------  -------------
              Net cash provided by (used in) financing activities . . . . . . . . . . .              503            (75)
                                                                                         ----------------  -------------

Net increase (decrease) in cash and cash equivalents. . . . . . . . . . . . . . . . . .           (1,155)           134
Cash and cash equivalents, beginning of period. . . . . . . . . . . . . . . . . . . . .            1,223             43
                                                                                         ----------------  -------------
Cash and cash equivalents, end of period. . . . . . . . . . . . . . . . . . . . . . . .  $            68   $        177
                                                                                         ================  =============

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

<PAGE>

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

NON-CASH  INVESTING  AND  FINANCING  ACTIVITIES

During the six months ended December 31, 2003, the Company issued: (1) 6,470,000
shares  of  its  common  stock  for  services valued at $148,150; (2) 10,272,110
shares  of  its common stock for compensation valued at $140,332; (3) 20,260,000
shares  of  its  common stock for debt of $405,200; and (4) 95,000,208 shares of
its  common  stock for the conversion of convertible debentures in the amount of
$994,385.

During  the  six  months  ended December 31, 2002, the Company (1) rescinded the
$70,000 conversion of convertible notes payable into common stock, (2) converted
$80,000  of  debt  into  8,000,000 shares of common stock and (3) issued 100,000
shares  of  common  stock  in  connection  with  the acquisition of Dream Canvas
Technologies,  Inc.

<PAGE>

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

NOTE  1.  BASIS  OF  PRESENTATION

The  accompanying  unaudited  consolidated  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-QSB  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,  2003, 2002, and 2001 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.

ePEO  Link
----------

In its Form 10QSB for the period ended September 30, 2003, the Company disclosed
an  intent  to  acquire the line of business of ePEO Link and a draft definitive
agreement was included as an exhibit thereto. As of the date of this filing, the
agreement  between the Company and ePEO Link has not been finalized and is still
under  negotiation.  Accordingly, no results of operations relating to ePEO Link
have  been  included  in the Company's financial statements incorporated in this
Form  10QSB.

Jackson  Staffing
-----------------

Effective  September  1,  2003,  the  Company  acquired,  through hiring two key
persons,  the  operations  and results thereof of the temporary staffing service
then  owned  by  Jackson  Staffing,  LLC.

At that time, there was no specific acquisition agreement, except for the hiring
of  the  two  owners  as  employees  of  SourceOne  Group,  Inc., a wholly-owned
subsidiary  of the Company. Subsequently, a definitive agreement dated September
1,  2003  has  been negotiated to purchase the business of Jackson Staffing. The
results  of operations for the three months ended December 31, 2003 are included
in  the  consolidated  financial  statements  of  the  Company.

NOTE  2.  GOING  CONCERN  CONSIDERATIONS

The  accompanying unaudited consolidated financial statements have been prepared
assuming  that  the Company will continue as a going concern. For the six months
ended  December  31,  2003,  the  Company  had  a  net loss of $4,783,000. As of
December  31,  2003,  the  Company  had a negative working capital deficiency of
$30,644,000  and had a shareholders' deficiency of $26,777,000. In addition, the
Company  is  in default on certain note payable obligations and is being sued by
numerous  trade  creditors  for  nonpayment of amounts due.  The Company is also
deficient  in its payments relating to payroll tax liabilities. These conditions
raise  substantial  doubt  about  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.  STOCK  BASED  COMPENSATION

The  Company  accounts  for employee stock options in accordance with Accounting
Principles  Board  Opinion  ("APB")  No.  25,  "Accounting  for  Stock Issued to
Employees".  Under  APB  25, the Company does not recognize compensation expense
related  to  options  issued  under  the  Company's employee stock option plans,
unless the option is granted at a price below market price on the date of grant.
In  1996,  SFAS  No.  123  "Accounting  for  Stock-Based  Compensation",  became
effective  for  the  Company.  SFAS No. 123, which prescribes the recognition of
compensation  expense  based  on  the  fair  value of options on the grant date,
allows  companies  to  continue applying APB 25 if certain pro forma disclosures
are made assuming hypothetical fair value method, for which the Company uses the
Black-Scholes  option-pricing  model.

For  non-employee stock based compensation, the Company recognizes an expense in
accordance with SFAS No.  123 and values the equity securities based on the fair
value  of  the security on the date of grant.  For stock-based awards, the value
is based on the market value for the stock on the date of grant and if the stock
has  restrictions  as  to  transferability,  a  discount is provided for lack of
tradability.  Stock  option  awards  are  valued  using  the  Black-Scholes
option-pricing  model.

The  Company  applies  Accounting  Principles  Board  Opinion No. 25 and related
Interpretations in accounting for its stock option plans.  The Company has opted
under  SFAS  No.  123 to disclose its stock-based compensation with no financial
effect.  The pro forma effects of applying SFAS No. 123 in this initial phase-in
period  are not necessarily representative of the effects on reported net income
or  loss  for  future  years.  Had  compensation expense for the Company's stock
option  plans  been  determined  based upon the fair value at the grant date for
awards  under  these plans consistent with the methodology prescribed under SFAS
No. 123, the Company's pro forma net loss and net loss per share would have been
as  follows  for  the  six  months  ended  December  31:

<TABLE>
<CAPTION>
<S>                                          <C>            <C>
(In thousands, except share amounts). . . .          2003           2002
                                             -------------  -------------
Net loss
As reported . . . . . . . . . . . . . . . .  $     (4,783)  $     (2,704)
Compensation recognized under APB No. 25. .             -              -
Compensation recognized under SFAS No. 123.             -           (250)
                                             -------------  -------------
Pro forma . . . . . . . . . . . . . . . . .  $     (4,783)  $     (2,954)
                                             =============  =============

Basic earnings (loss) per share
As reported . . . . . . . . . . . . . . . .  $      (0.02)  $      (0.06)
                                             =============  =============
Pro forma . . . . . . . . . . . . . . . . .  $      (0.02)  $      (0.06)
</TABLE>

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.

The  weighted average fair value of the options granted during fiscal years 2004
and  2003  is  estimated  on  the  date  of  grant  using  the  Black-Scholes
option-pricing  model.  All options granted in fiscal years 2004 and 2003 vested
immediately.  The  weighted average fair values and weighted average assumptions
used in calculating the fair values were as follows for the years ended June 30:

<TABLE>
<CAPTION>
<S>                             <C>    <C>    <C>
                                        2004  2003
                                       -----  ----

Fair Value of options granted.  $N/A   $0.01
Risk free interest rate. . . .   3.5%
Expected life (years). . . . .     3       3
Expected volatility. . . . . .   421%
Expected dividends . . . . . .     -    0%0-
</TABLE>

NOTE  4.  LOSS  PER  COMMON  SHARE

The  Company  reports earnings (loss) per share in accordance with SFAS No. 128,
"Earnings  per Share."  Basic earnings (loss) per share are computed by dividing
income (loss) available to common shareholders by the weighted average number of
common  shares available.  Diluted earnings (loss) per share is computed similar
to  basic  earnings (loss) per share except that the denominator is increased to
include  the number of additional common shares that would have been outstanding
if  the  potential  common  shares  had been issued and if the additional common
shares were dilutive.  Diluted earnings (loss) per share have not been presented
since  the  effect of the assumed conversion of options and warrants to purchase
common  shares  would  have  an  anti-dilutive  effect.  The following potential
common  shares  have  been excluded from the computation of diluted net loss per
share  for  the  six  months  ended December 31, 2003: warrants - 18,563,435 and
stock  options  -  33,408,100.

NOTE  5.  RECENTLY  ISSUED  ACCOUNTING  PRONOUNCEMENTS

During  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.

During  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.

In  January  2003,  the  FASB  issued  Interpretation  No. 46, "Consolidation of
Variable Interest Entities." Interpretation 46 changes the criteria by which one
company  includes  another  entity  in  its  consolidated  financial statements.
Previously,  the  criteria  were  based  on  control  through  voting  interest.
Interpretation  46  requires  a variable interest entity to be consolidated by a
company  if  that  company is subject to a majority of the risk of loss from the
variable  interest  entity's activities or entitled to receive a majority of the
entity's  residual  returns  or  both.  A  company  that consolidates a variable
interest  entity  is  called  the  primary  beneficiary  of  that  entity.

In  December 2003 the FASB concluded to revise certain elements of FIN 46, which
will be issued shortly. The FASB also modified the effective date of FIN 46. For
all  entities  that  were previously considered special purpose entities, FIN 46
should  be  applied in periods ending after December 15, 2003. Otherwise, FIN 46
is  to be applied for registrants who file under Regulation SX in periods ending
after  March  15,  2004,  and  for  registrants who file under Regulation SB, in
periods ending after December 15, 2003. The Company does not expect the adoption
to  have  a  material  impact  on the Company's financial position or results of
operations.

NOTE  6.  REVENUE  RECOGNITION  RELATED  TO  PEO  SEGMENT

The Company recognizes its revenues associated with its PEO business pursuant to
EITF  99-19  "Reporting  Revenue  Gross  as a Principal versus Net as an Agent."
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  for  each of its quarters in the fiscal year
ended  June  30,  2003  and its Form 10K for the year ended June 30, 2002. These
reclassifications  had  no  effect on gross profit, operating loss, or net loss.

NOTE  7.  CONVERTIBLE  NOTES  PAYABLE

Listed  below  is  a  roll-forward  schedule  of  the  convertible  debentures:

<TABLE>
<CAPTION>
<S>                                                           <C>
(In Thousands)

Balance at June 30, 2003 . . . . . . . . . . . . . . . . . .  $       1,857

Issuance of convertible debentures during the six months
    ended December 31, 2003. . . . . . . . . . . . . . . . .            650
Increase in debt discount and beneficial conversion feature.           (636)
Converted into common stock. . . . . . . . . . . . . . . . .           (994)
Amortization of value of warrants and preferential
  conversion feature . . . . . . . . . . . . . . . . . . . .            475
                                                              --------------
Balance at December 31, 2003 . . . . . . . . . . . . . . . .  $       1,352
                                                              ==============
</TABLE>

NOTE  8.  SHAREHOLDERS'  DEFICIENCY

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.

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

During  the  six  months  ended  December  31,  2003, ITEC issued the following:

-     6,470,000  shares  of  its  common stock for legal and consulting services
valued  at  $148,150.  The value of the services was determined using the market
value  of  ITEC's  common  stock  on  the  date  of  issuance;

-     10,272,110 shares of its common stock for compensation valued at $140,332.
The value of the services was determined using the market value of ITEC's common
stock  on  the  date  of  issuance;

-     20,260,000  shares  of  its  common  stock  for  debt  of  $405,200;

-     95,000,208  shares  of  its common stock for the conversion of convertible
debentures  in  the  amount  of  $994,385;  and

-     750,000  shares  of  its  common  stock  upon  the  exercise  of  options.

NOTE  9.  SEGMENT  INFORMATION

The  Company  managed  and  internally  reported the Company's business as three
reportable  segments,  principally,  (1) products and accessories, (2) software,
(3)  temporary  staffing,  and  (4)  PEO  services.

Segment  information  for the six months ended  December 31, 2003 is as follows:

<TABLE>
<CAPTION>
<S>                          <C>          <C>         <C>         <C>             <C>
(in thousands)
                             TEMPORARY
                             PRODUCTS     SOFTWARE    STAFFING    PEO SERVICES    TOTAL
                             -----------  ----------  ----------  --------------  --------
6-months ended 12/31/03
---------------------------
    Revenues. . . . . . . .  $      455   $      36   $   3,436   $       6,549   $10,476
    Operating income (loss)        (536)     (2,080)       (122)         (1,659)   (4,397)

6-months ended 12/31/02
---------------------------
    Revenues. . . . . . . .  $      580   $     179   $       -   $         654   $ 1,413
    Operating income (loss)      (1,362)        (86)          -            (826)   (2,274)
</TABLE>

NOTE  10.  SUBSEQUENT  EVENTS

From  January 1, 2004 to February 10, 2004, the Company issued 24,230,801 shares
of  its  common  stock  to consultants, for warrant exercises, for conversion of
convertible  debt,  and  for  the  reduction  of  debt.

<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-QSB. The statements contained in this Report on Form
10-QSB  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

We  provide a variety of financial services to small and medium-size businesses.
These  services  allow  our  customers  to outsource many human resources tasks,
including payroll processing, workers' compensation insurance, health insurance,
employee  benefits, 401k investment services, personal financial management, and
income tax consultation. In November 2001, we began to provide these services to
relieve some of the  negative impact they have on the business operations of our
existing  and  potential customers. To this end, through strategic acquisitions,
we  became  a  professional  employer  organization  ("PEO").

We  provide  financial  services  principally through our wholly-owned SourceOne
Group,  Inc.  ("SOG")  subsidiary,  which  includes  several  operating  units,
including  ProSportsHR  ,  MedicalHR , and CallCenterHR .  These units provide a
broad  range  of  financial  services,  including:  benefits  and  payroll
administration,  health  and workers' compensation insurance programs, personnel
records management, employer liability management, and (in the case of MedicalHR
and  CallCenterHR),  temporary  staffing  services,  to  small  and medium-sized
businesses.

In  January  2003,  we  completed  the  acquisition  of  controlling  interest
(approximately 85%) in the shares of Greenland Corporation. Greenland shares are
traded on the NASD Electronic Bulletin Board under the symbol GRLC. Greenland is
a  financial  services company, whose wholly-owned ExpertHR  subsidiary provides
the  same  services  as  SOG.  Greenland's  wholly-owned  Check  Central,  Inc.
subsidiary  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.

In January 2003, we completed the acquisition of a controlling interest (85%) in
the  shares  of  Quik  Pix,  Inc. ("QPI"). QPI shares are traded on the National
Quotation  Bureau  Pink Sheets  under the symbol QPIX. QPI is a visual marketing
support  firm  located  in  Buena  Park, California. Its principal service is to
provide  photographic  and  digital  images  mounted  for  customer  displays in
tradeshow  and other displays .Its principal product, PhotoMotion  is a patented
color  medium of multi-image transparencies. The process uses existing originals
to create the illusion of movement, and allows for three to five distinct images
to  be  displayed  with  an  existing  lightbox.

In prior years, we were principally involved in the development and distribution
of  imaging  products.  Our  core  technologies  are  related  to the design and
development  of  software  products  that  improve  the  accuracy  of  color
reproduction.  Our  ColorBlind software provides color management to improve the
accuracy  of  color  reproduction  -  especially as it relates to matching color
between  different  devices  in  a network, such as monitors and printers. These
products  are  supported  and  distributed  by  QPI. Additionally, we market our
ColorBlind  software  products  on  the  Internet through our color.com website.

In  November  2003,  the  Company  entered into an agreement to acquire, through
hiring  two  key  persons  and  a  one  year promissory note of $600,000 and the
assumption  of  certain unpaid insurance provider claims, the amount of which is
not  to  exceed  $1,500,000.00,  the  operations  and results thereof of the PEO
business  operations  then  owned  by  ePEO  Linc,  Inc.

In  September  2003,  the  Company acquired, through hiring two key persons, the
operations  and  results thereof of the temporary staffing service then owned by
Jackson  Staffing,  LLC.  There is no specific acquisition agreement, except for
the  hiring  of  the  two  owners  as  employees  of  SourceOne  Group,  Inc., a
wholly-owned  subsidiary  of  the  Company.  The Company did not acquire Jackson
Staffing,  but  only  assumed  its business and employees. Accordingly, only the
results  of Jackson Staffing for the month ended September 30, 2003 are included
in  the  Company's  financial  statements.

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 auditors accompanying
our  June  30,  2003  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 temporarily suspended our printer controller development and
manufacturing  operations  in  favor of selling products from other companies to
its  customers.  We continue to sell proprietary imaging products, including our
ColorBlind  suite  of  color  management  software.

During  the  year-ended June 30, 2003, we suspended our sales efforts related to
the  resale  of  products from other manufacturers, including printers, copiers,
and other digital imaging products. We may begin selling such products again, in
the  future,  principally  to  our  financial  services  customer  base.

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  were  not
profitable.  At  present,  and until we can determine our comprehensive strategy
related  to  internet  marketing,  we  have  suspended  these  operations.

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.  These  assets have been written off.

In  November  2001,  we  acquired  SOG  and  we  operate  it  as  a wholly-owned
subsidiary.  SOG  provides financial services, including payroll administration,
employer  and employee benefit plans, health and workers' compensation insurance
programs, personnel records management, employer liability management, and other
services  to  small  and  medium-sized  businesses.  SOG  also  includes several
operating  units,  including  MedicalHR,  CallCenterHR,  and  ProSportsHR.

In  March  2002,  we acquired all of the outstanding shares of EnStructure, Inc.
("EnStructure),  a  PEO  company, for restricted IMTO common stock. The terms of
the  acquisition  were defined in the acquisition agreement, which was exhibited
as  part of our Form 8-K, dated March 28, 2002. EnStructure has no operations at
this  time.

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

In  March  2003, we purchased certain PEO contracts from Staff Pro Leasing 2 and
Staff Pro Leasing, Inc. for $269,000. The purchase price was paid via an initial
cash  payment  of $45,000 and the remainder of the purchase price is in the form
of  a  promissory  note  to  be paid over 24 months. The value attributed to the
purchased  PEO  contracts is included as a component of intangible assets in the
accompanying consolidated balance sheet and is being amortized over the expected
life  of  the  contracts  of  5  years.

In  April  2003,  we  formed a wholly-owned subsidiary of Greenland Corporation,
ExpertHR  Oklahoma.  Subsequent  to  its  formation, the new Company purchased a
group  of  PEO  clients for $921,000 of convertible preferred stock of Greenland
Corporation.  ExpertHR  of  Oklahoma,  Inc.,  at  that  time, was a newly formed
corporation  whose  only asset was the PEO contracts purchased by Greenland. The
value  attributed  to  the  purchased PEO contracts of $921,000 is included as a
component  of  intangible  assets in the accompanying consolidated balance sheet
and  is  being  amortized  over  the  expected life of the contracts of 5 years.

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,  2003.

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 for each of its
quarters  within  the  fiscal  year ended June 30, 2003 and the annual report on
Form 10K for the year ended June 30, 2002. These reclassifications had no effect
on  gross  profit,  operating  loss,  or  net  loss.

RESULTS  OF  OPERATIONS

Revenues
--------

Revenues were $10,476,000 and $1,413,000 for the six month period ended December
31, 2003 and 2002, respectively, an increase of $9,063,000 or 641%. The increase
in  revenues  was due primarily to the increase in our PEO customer base and the
addition of temporary staffing operations that began on September 1, 2003. Since
the acquisition of SOG, we have lost several customers, primarily due to changes
in rates for services, especially workers' compensation insurance. Additionally,
we  elected  to  terminate  certain customers due to profitability concerns. New
customers  have  been  acquired,  and  more  are  anticipated pursuant to signed
agreements, which we expect will contribute to increased revenues in the current
fiscal  year.

PEO  Services

PEO  revenues  for  the  six month period ended December 310, 2003 and 2002 were
$6,549,000  and  $654,000,  respectively, an increase of $5,895,000 or 901%. The
increase in revenues was due primarily to the increase in our PEO customer base.

Temporary  Staffing

On  September  1,  2003, we hired certain employees who had previously worked in
the  temporary  staffing business. As a result, these new employees were able to
bring  to  us  their books of business, which resulted in revenues of $3,436,000
since  the  date  of  their  hire.

Imaging  Products

Sales  of  imaging  products were $455,000 and $580,000 for the six month period
ended  December  31, 2003 and 2002, respectively, a decrease of $125,000 or 22%.
The  decrease  in product sales 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.

Revenue  from  software  sales,  licensing  fees  and royalties were $36,000 and
$179,000 for the six month period ended December 31, 2003 and 2002 respectively,
a decrease of $143,000 or 80%. 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 our PEO operations as opposed to technology licensing
activities.

COST  OF  PRODUCTS  SOLD

Cost of PEO services were $7,135,000 (109% of PEO revenues) and $143,000 (22% of
PEO  revenues)  for  the  six  month  period  ended  December 31, 2003 and 2002,
respectively.  The  decrease in gross profit is due primarily to increased costs
of workers' compensation insurance premiums, which could not be passed on to our
clients.  These costs tend to vary from period-to-period, depending on timing of
new  contracts  and  employee  risk  classifications.

Cost  of  temporary staffing was $1,194,000 (34% of temporary staffing revenue).
There  were  no  such  revenues  in  the  prior-year  period.

Cost  of products sold were $128,000 (28% of product sales) and $317,000 (55% of
product  sales)  for  the  six  month  period  ended December 31, 2003 and 2002,
respectively.  The  increase  in  margins is due primarily to the sale of higher
margin  products.

Cost of software, licenses and royalties were $3,000 (8% of associated revenues)
and $62,000 (35% of associated revenues) for the six month period ended December
31,  2003  and  2002,  respectively.  The increase is due primarily to increased
business  activity,  which  also  included  increased  duplication and packaging
costs.

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 six month period ended
December  31,  2003  and  2002,  respectively, were $6,413,000 and $3,165,000 an
increase  of  $3,248,000  or  102%.  The  increase  is due to the acquisition of
Greenland  and  QPI,  the  increased overhead associated with operating a larger
company, and the cost of outside consultants to assist in the integration of the
companies.

COSTS  OF  RESEARCH  AND  DEVELOPMENT

There  were  no  costs  incurred  for research and development in the six months
ended  December  31,  2003  and  2002.  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 $929,000 and $1,111,000 for the six months
ended  December  31,  2003  and  2002, respectively. The decrease is due to less
amortization  of  debt  discounts  in  the  current  period.

GAIN  ON  EXTINGUISHMENT  OF  DEBT

Gain  on the extinguishment of debt was $518,000 and $656,000 for the six months
ended  December 31, 2003 and 2002, respectively. The amounts related to accounts
payable,  which  had  become  stale  and  uncollectible  under  the  Statute  of
Limitations  in  the State of California and upon obtaining a legal opinion with
respect  to  the  State  of  California  Statute  of  Limitations.

LIQUIDITY  AND  CAPITAL  RESOURCES

Historically,  the  Company  has  financed its operations primarily through cash
generated  from  operations,  debt  financing,  and  from  the  sale  of  equity
securities.  Additionally,  in  order  to  facilitate  its  growth  and  future
liquidity,  the  Company  has  made  some  strategic  acquisitions.

As  a  result  of  some  of the Company's financing activities, there has been a
significant  increase in the number of issued and outstanding shares. During the
six  month  period  ended  December  31,  2003, the Company issued an additional
136,355,936  shares.  These  shares  of  common  stock were issued primarily for
corporate expenses in lieu of cash, for the conversion of convertible debentures
and  other  debt,  and  for  the  exercise  of  warrants.

As  of  December  31,  2003,  the  Company  had  negative  working  capital  of
$30,644,000,  a  decrease  in  working  capital  of  approximately $5,127,000 as
compared  to  June  30,  2003,  due primarily to our net loss for the six months
ended  December  31,  2003.

Net  cash  used  in operating activities was $1,500,000 for the six months ended
December  31,  2003  as  compared  to  cash  provided by operating activities of
$209,000  for  the six months ended December 30, 2002, a decrease of $1,709,000,
due  primarily  to  the  increased  net  loss  as a result of the acquisition of
Greenland  and  QPI.

Cash  used  in  investing activities was $158,000 for the six month period ended
December  31, 2003, an increase of $158,000 (100%) from the year-earlier period.

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  December  31, 2003, was
approximately  $391,000.

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,  2003  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 our working
capital  and  net  worth.  (Also  see  Note  2  to  the  Consolidated  Financial
Statements.)

RISKS  AND  UNCERTAINTIES

Risks  Relating  to  our  Business:
-----------------------------------

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,  2003  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. 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  financial  and  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.

SINCE  MANY  OF  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, 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.

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  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 only one patent through our QPI subsidiary for its Photomotion
product.  Our  software  products are copyrighted. However, copyright protection
does  not  prevent  other  companies  from  emulating  the features and benefits
provided  by  our software. 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.

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 small network of dealers and distributors in the United
States  and  internationally.  We support our worldwide distribution network and
end-user  customers  through  operations  headquartered  in  San  Diego.

Portions  of  our  sales  are made through distributors, who 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 PEO companies' claims experience, and
comprise  a  significant  portion of our 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  us  of the associated service fee; and (2) providing
benefits  to worksite employees even if the costs incurred by us 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 our
financial  condition  or  results  of  operations.

AS  A  MAJOR  EMPLOYER, OUR OPERATIONS ARE AFFECTED BY NUMEROUS FEDERAL, STATES,
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 us, such an application could have
a  material  adverse effect on our financial condition or results of operations.

While  many  states  do not explicitly regulate PEOs, over 20 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  our client service 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  PEO  INDUSTRY  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  our  clients  and us 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  us  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 our
agents,  subjecting  us to liability for the actions of such worksite employees.

IF THE SUPERIOR SECURITY INTEREST HELD BY IMPERIAL BANK IS REMOVED AND 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.

Throughout  fiscal  2001,  2002  and  2003, 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 and
negative  working  capital,  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, suspended some of our
operations, and entered into new market segments (financial services), if we are
unable  to  achieve the necessary revenues 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  receiver  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. This agreement does not
require us to pay any interest unless we default on the settlement agreement and
fail  to  cure the default.  Regardless, we have continued to accrue interest on
this  debt until it has been paid and there is no possibility that such interest
will  become due and payable. 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. Our current arrangement
with  Imperial  Bank  reduces  are  monthly  payments  to $50,000. The remaining
balance  due  is  approximately  $3.1  million.

WE  HAVE  NOT  REMAINED  CURRENT  IN OUR PAYMENT OF FEDERAL AND STATE INCOME AND
OTHER  PAYROLL-RELATED  TAXES  WITHHELD  IN  OUR  PEO  BUSINESS.

We have not been able to remain current in our payments of federal and state tax
obligations  related  to  our  PEO operations. We are currently working with the
Internal  Revenue  Service  and  state  agencies  to  resolve  these  issues and
establish  repayment plans. If we are not able to establish repayment plans that
allow us to continue our operations, we may be forced to cease doing business in
the  financial  services  marketplace.

Risks  Relating  to  our  Stock:
-------------------------------

THE ISSUANCE OF THE SHARES PURSUANT TO OUTSTANDING CONVERTIBLE NOTES WILL RESULT
IN  DILUTION.

There  are  a  large  number of shares underlying convertible notes and warrants
that  may  be available for future sale and the sale of these shares may depress
the  market  price  of  our  common  stock and may cause substantial dilution to
existing  stockholders.

The  number  of  shares  of common stock issuable upon conversion of convertible
notes  may increase if the market price of our stock declines. Nearly all of the
shares  issuable  upon  conversion  of notes and debentures and upon exercise of
warrants may be sold without restriction. The sale of these shares may adversely
affect  the  market  price  of  our  common  stock.  The issuance of shares upon
conversion  of  convertible  notes  and  debentures  and exercise of outstanding
warrants  will  also  cause  immediate  and  substantial  dilution  to  existing
stockholders  and  may  make  it  difficult  to  obtain  additional  capital.

THE  OVERHANG  AFFECT FROM THE RESALE OF SELLING SHAREHOLDERS' SECURITIES ON THE
MARKET  COULD  RESULT  IN  LOWER  STOCK  PRICES  WHEN  CONVERTED

Overhang  can translate into a potential decrease in our market price per share.
The  common  stock  underlying unconverted debentures represents overhang. These
outstanding  debentures  are  converted  into  common stock at a discount to the
market price providing the debenture holder the ability to sell his or her stock
at or below market and still make a profit, which is incentive for the holder to
sell  the  shares as quickly as possible to ensure as much profit as possible in
case  the  stock  price  falls. If the share volume cannot absorb the discounted
shares,  our  market  price  per share will likely decrease. As the market price
decreases,  each subsequent conversion will require a larger quantity of shares.

SHORT  SELLING  COMMON STOCK BY WARRANT AND DEBENTURE HOLDERS MAY DRIVE DOWN THE
MARKET  PRICE  OF  OUR  STOCK.

The  warrant  and  debenture  holders may sell shares of our common stock on the
market  before  exercising the warrant or converting the debenture. The stock is
usually  offered  at  or  below  market  since the warrant and debenture holders
receive  stock  at  a discount to market. Once the sale is completed the holders
exercise  or  convert  a like dollar amount of shares. If the stock sale lowered
the  market  price,  upon  exercise  or  conversion, the holders would receive a
greater  number  of  shares  then  they  would  have absent the short sale. This
pattern  may  result  in  the  spiraling  down  of  our  stock's  market  price.

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.

OUR  COMMON  STOCK  IS  SUBJECT  TO  THE  "PENNY STOCK" RULES OF THE SEC AND THE
TRADING  MARKET  IN  OUR  SECURITIES IS LIMITED, WHICH MAKES TRANSACTIONS IN OUR
STOCK  CUMBERSOME  AND  MAY  REDUCE  THE  VALUE  OF  AN INVESTMENT IN OUR STOCK.

Our  shares  of  Common Stock are "penny stocks" as defined in the Exchange Act,
which are quoted in the over-the-counter market on the OTC Bulletin Board.  As a
result,  an investor may find it more difficult to dispose of or obtain accurate
quotations  as  to  the price of the shares of the Common Stock being registered
hereby. In addition, the "penny stock" rules adopted by the Commission under the
Exchange  Act  subject  the  sale  of  the shares of the Common Stock to certain
regulations  which  impose  sales  practice  requirements on broker-dealers. For
example,  broker-dealers  selling  such  securities must, prior to effecting the
transaction, provide their customers with a document that discloses the risks of
investing  in  such  securities.  Included in this document are: (1) the bid and
offer  price  quotes  for the penny stock, and the number of shares to which the
quoted  prices  apply;  (2) the brokerage firm's compensation for the trade; and
(3)  the  compensation  received  by  the  brokerages firm's salesperson for the
trade.

In  addition,  the  brokerage  firm  must send the investor: (1) monthly account
statement  that  gives  an  estimate  of  the  value of each penny stock in your
account;  (2)  a  written  statement  of your financial situation and investment
goals;  and  (3)  legal remedies, which may be available to you, are as follows:
(a) if penny stocks are sold to you in violation of your rights listed above, or
other  federal or state securities laws, you may be able to cancel your purchase
and get your money back.; (b) if the stocks are sold in a fraudulent manner, you
may  be able to sue the persons and firms that caused the fraud for damages; and
(c) if you have signed an arbitration agreement, however, you may have to pursue
your  claim  through  arbitration.

If  the  person  purchasing  the  securities is someone other than an accredited
investor or an established customer of the broker-dealer, the broker-dealer must
also  approve  the  potential  customer's  account  by  obtaining  information
concerning  the  customer's  financial  situation,  investment  experience  and
investment objectives.  The broker-dealer must also make a determination whether
the  transaction  is  suitable  for  the  customer  and whether the customer has
sufficient  knowledge  and  experience  in  financial  matters  to be reasonably
expected  to  be  capable  of  evaluating  the  risk  of  transactions  in  such
securities.  Accordingly,  the  Commission's  rules  may  limit  the  number  of
potential  purchasers  of  the  shares  of  the  Common  Stock.

RESALE RESTRICTIONS ON TRANSFERRING "PENNY STOCKS" ARE SOMETIMES IMPOSED BY SOME
STATES,  WHICH  MAY MAKE TRANSACTIONS IN OUR STOCK CUMBERSOME AND MAY REDUCE THE
VALUE  OF  AN  INVESTMENT  IN  OUR  STOCK.

Various state securities laws impose restrictions on transferring "penny stocks"
and  as  a  result, investors in the Common Stock may have their ability to sell
their  shares  of  the  Common Stock impaired.  For example, the Utah Securities
Commission  prohibits  brokers  from soliciting buyers for "penny stocks", which
makes  selling  them  more  difficult.

OUR  ABSENCE  OF DIVIDENDS OR THE ABILITY TO PAY THEM PLACES A LIMITATION ON ANY
INVESTORS  RETURN.

We  anticipate  that,  for the foreseeable future, earnings will be retained for
the  development  of  its  business.  Accordingly,  we  do not anticipate paying
dividends  on  the common stock in the foreseeable future. The payment of future
dividends  will  be  at  the  sole discretion of our Board of Directors and will
depend  on  our  general  business  condition.

Information  about  forward-looking  statements
-----------------------------------------------

This  report  contains  certain  forward-looking  statements,  which  involve
substantial  risks  and  uncertainties.  These  forward-looking  statements  can
generally be identified because the context of the statement includes words such
as  "may,"  "will,"  "except,"  "anticipate,"  "intend," "estimate," "continue,"
"believe,"  or  other  similar  words.  Similarly, this prospectus also contains
forward-looking  statements about our future. Forward-looking statements include
statements  about our plans, objectives, goals, strategies, expectations for the
future,  future  performance  and  events, underlying assumptions for all of the
above,  and  other  statements,  which  are  not statements of historical facts.

These  forward-looking  statements  involve risks and uncertainties discussed in
the  risk  factor  section,  which  could cause our actual results to materially
differ  from  our  forward-looking  statements.  We  make  these forward-looking
statements based on our analysis of internal and external historical trends, but
there  can  be  no assurance that we will achieve the results set forth in these
forward-looking statements. Our forward-looking statements are expressed in good
faith  and  we  believe  that  there  is a reasonable basis for us to make them.

We  have  no  obligation to update or revise these forward-looking statements to
reflect  future  events.

ITEM  3.  CONTROLS  AND  PROCEDURES

As  required by SEC rules, we have evaluated the effectiveness of the design and
operation  of  our  disclosure  controls and procedures at the end of the period
covered  by  this  report. This evaluation was carried out under the supervision
and  with the participation of our management, including our principal executive
officer  and  principal  financial  officer.  Based  on  this  evaluation, these
officers have concluded that the design and operation of our disclosure controls
and procedures are effective. There were no changes in our internal control over
financial  reporting  or  in other factors that have materially affected, or are
reasonably  likely  to  materially  affect,  our internal control over financial
reporting.

Disclosure  controls  and  procedures are our controls and other procedures that
are  designed  to  ensure that information required to be disclosed by us in the
reports  that  we  file or submit under the Exchange Act is recorded, processed,
summarized  and  reported,  within the time periods specified in the SEC's rules
and  forms.  Disclosure  controls  and  procedures  include, without limitation,
controls  and  procedures  designed  to  ensure  that information required to be
disclosed  by  us  in  the  reports  that  we  file  under  the  Exchange Act is
accumulated  and  communicated  to our management, including principal executive
officer  and  principal  financial  officer,  as  appropriate,  to  allow timely
decisions  regarding  required  disclosure.

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 issued the shares, and our insurance carrier has paid the $200,000 cash
payment.  Pursuant  to  a hearing in May 2003 the Court provided approval to the
settlement.

On  August  22,  2002,  we  were sued by our 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 amount related to this obligation was included
as  an  expense  in  the  year  ended  June  30,  2003.

ITEC  was  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 thousand. In June 2003, we entered
into a settlement with the plaintiffs for a cash payment of $274 thousand, which
has  been  paid.

ITEC  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  has  been paid.

We have been sued in Illinois state court along with AIA/Merriman, our insurance
brokers,  by the Arena Football League-2 ("AF2"). Damages payable to AF2, should
they  win  the suit, could exceed $700,000. We expect to defend our position and
rely on representations of our insurance brokers.  We have also issued a counter
suit  against  the  AF2  for  failure  to  disclose  information required by our
contract  and  other material misrepresentations management believes the AF2 has
made.

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  $3.0 million, which has been reduced to $1.8 million during the 2003.
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  ITEC's  acquisition  of  controlling interest of Greenland
Corporation,  the  following  are  the  outstanding  legal matters 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  2003,  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. The
appeal  period  has  expired  and  we  are  beginning  the  collection  process.

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 service 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.  However, arbitration action is proceeding .In addition,
the  parties  are  attempting  mediation  to  avoid  the  cost  and  time  of an
arbitration  proceeding.

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.
The  court  has  stayed  the  proceedings pending the progress and/or outcome of
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.

In  connection  with  the  Company's acquisition of controlling interest of Quik
Pix,  Inc.,  we  are  unaware  of  any  pending  litigation.

From  time  to time, Greenland and QPI may be involved in litigation relating to
claims  arising  out  of  their  operations  in  the  normal course of business.

ITEM  2.  CHANGES  IN  SECURITIES

Common  Stock
-------------

During  the  six  months  ended  December  31,  2003, ITEC issued the following:

-     6,470,000  shares  of  its  common stock for legal and consulting services
valued  at  $148,150.  The value of the services was determined using the market
value  of  ITEC's  common  stock  on  the  date  of  issuance;

-     10,272,110 shares of its common stock for compensation valued at $140,332.
The value of the services was determined using the market value of ITEC's common
stock  on  the  date  of  issuance;

-     20,260,000  shares  of  its  common  stock  for  debt  of  $405,200;

-     95,000,208  shares  of  its common stock for the conversion of convertible
debentures  in  the  amount  of  $994,385;  and

-     750,000  shares  of  its  common  stock  upon  the  exercise  of  options.

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

On  August  9,  2002, the Company's board of directors approved and affected 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

The Company is currently in default on certain bank loans that have an aggregate
outstanding  balance  at  December  31,  2003  of  $3,145,000.

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

None

ITEM  5.  OTHER  INFORMATION

None

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)     Exhibits

10(a)     Alpha  Capital  Aktiengsellschaft  December  17, 2003 convertible note

10(b)     Alpha  Capital  Aktiengsellschaft  December  17,  2003  warrant

10(c)     Gamma  Opportunity  Capital Partners, LP December 17, 2003 convertible
note

10(d)     Gamma  Opportunity  Capital  Partners,  LP  December  17, 2003 warrant

10(e)     Longview  Fund,  LP  December  17,  2003  convertible  note

10(f)     Longview,  LP  December  17,  2003  warrant

10(g)     Stonestreet  Limited  Partnership  December  17, 2003 convertible note

10(h)     Stonestreet  Limited  Partnership  December  17,  2003  warrant

10(i)     Subscription  Agreement  December  17,  2003

10(j)     Acquisition  Agreement between the Company and Jackson Staffing, Inc.,
dated  September  1,  2003.

31.1     Rule  13a-14(a)  Certification

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

(b)     Reports  on  Form  8-K

On  October  14,  2003,  the  Registrant  filed  a  Current  Report  on Form 8-K
announcing  that  the  Registrant  would be late in filing its Form 10-K for the
year  ended  June  30,  2003.  The  delay  was  due  to  recent  changes  in the
Registrant's  independent  accountants.  Additionally,  due  to  changes  in the
Registrant's  independent  accountants,  the  Form  10-K  required review of the
Registrant's two prior independent accountants before the document can be filed.

On  January  13,  2004,  the  Registrant  filed  a  Current  Report  on Form 8-K
announcing  that on December 4, 2003, the Registrant announced that Thomas Brown
had  been appointed to the position of Senior Vice President and Chief Financial
Officer.  Mr.  Brown subsequently resigned his positions with the Registrant, on
or about December 30, 2004. Brian Bonar, Chairman and Chief Executive Officer of
the  Registrant  will  serve  as  Chief  Financial  Officer  until  a  suitable
replacement  can  be  found.

<PAGE>
                                   SIGNATURES
                                   ----------

Pursuant  to  the  requirements  of  the  Securities  Exchange  Act of 1934, the
registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  thereunto  duly  authorized.

Dated:  February  13,  2004

IMAGING  TECHNOLOGIES  CORPORATION  (Registrant)


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