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 SEPTEMBER 30, 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 November
14  2003  was  289,293,819

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 - September 30, 2003 (unaudited). . . . . . . . . . . . . . . . . .   3
     Consolidated Statements of Operations-3 months ended September 30, 2003 and 2002  (unaudited).   4
     Consolidated Statements of Cash Flows - 3 months ended September 30, 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

PART II - OTHER INFORMATION

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
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
                                                                                            SEPT. 30, 2003
                                                                                            ----------------
Current assets
     Cash. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $           485
     Accounts receivable, net of  allowance of $86 . . . . . . . . . . . . . . . . . . . .              403
     Inventories, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               17
     Prepaid expenses and other current assets . . . . . . . . . . . . . . . . . . . . . .              176
                                                                                            ----------------
          Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            1,081
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            2,822
Patent, net of accumulated amortization of $90 . . . . . . . . . . . . . . . . . . . . . .            1,528
PEO contracts, net of accumulated amortization of $108 . . . . . . . . . . . . . . . . . .            1,067
Property and equipment, net of accumulated depreciation. . . . . . . . . . . . . . . . . .              249
Workers' compensation deposit and other assets . . . . . . . . . . . . . . . . . . . . . .              194
                                                                                            ----------------
 Total assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $         6,941
                                                                                            ================

LIABILITIES AND SHAREHOLDERS' DEFICIENCY

Current liabilities
     Borrowings under bank notes payable . . . . . . . . . . . . . . . . . . . . . . . . .  $         3,145
     Notes payable, current portion (including related party note of $1,500) . . . . . . .            2,711
     Convertible debentures, net of discounts of $342. . . . . . . . . . . . . . . . . . .            1,394
     Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            3,696
     Obligations under capital lease . . . . . . . . . . . . . . . . . . . . . . . . . . .              349
     PEO payroll taxes and other payroll deductions. . . . . . . . . . . . . . . . . . . .            8,809
     PEO accrued worksite employee . . . . . . . . . . . . . . . . . . . . . . . . . . . .            1,213
     Advances from related party . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               30
     Other accrued expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            9,873
                                                                                            ----------------
          Total current liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . .           31,220
                                                                                            ----------------
Long-term liabilities:
     Long-term capital lease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               83
     Long-term convertible debentures, less discounts of $139. . . . . . . . . . . . . . .              354
     Long-term notes payable (including related party note of $250). . . . . . . . . . . .              490
                                                                                            ----------------
Total liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           32,147
                                                                                            ----------------

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; 265,384,510
     shares issued and outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . .            1,327
     Common stock warrants and options . . . . . . . . . . . . . . . . . . . . . . . . . .              475
     Paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           81,783
     Accumulated deficit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         (110,132)
                                                                                            ----------------
          Total shareholders' deficiency . . . . . . . . . . . . . . . . . . . . . . . . .          (26,127)
                                                                                            ----------------
 Total liabilities and shareholders' deficiency. . . . . . . . . . . . . . . . . . . . . .  $         6,941
                                                                                            ================

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 SEPTEMBER 30, 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $          131   $          486
     Software sales, licenses and royalties. . . . . . . . . . . . . . . . . . . . . . .              36              138
     Temporary staffing services . . . . . . . . . . . . . . . . . . . . . . . . . . . .             767                -
     PEO services (gross billings of $13,060 and $2,822
       respectively; less worksite employee payroll costs of $13,060
       and $2,430, respectively) . . . . . . . . . . . . . . . . . . . . . . . . . . . .           3,952              392
                                                                                          ---------------  ---------------
 Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           4,886            1,016
                                                                                          ---------------  ---------------

Costs of revenues
     Cost of products sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              83              235
     Cost of software sales, licenses and royalties. . . . . . . . . . . . . . . . . . .               3               21
     Cost of temporary staffing. . . . . . . . . . . . . . . . . . . . . . . . . . . . .             693                -
     Cost of PEO services. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           3,151              142
                                                                                          ---------------  ---------------
 Total cost of revenues. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           3,930              398
                                                                                          ---------------  ---------------

Operating expenses
     Selling, general, and administrative. . . . . . . . . . . . . . . . . . . . . . . .            3005            2,053
     Research and development. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               -                -
                                                                                          ---------------  ---------------
                                                                                                   3,005            2,053
                                                                                          ---------------  ---------------

Loss from operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          (2,049)          (1,435)
                                                                                          ---------------  ---------------

Other income (expense):
     Interest and finance costs, net . . . . . . . . . . . . . . . . . . . . . . . . . .            (235)            (621)
     Gain on extinguishment of debt. . . . . . . . . . . . . . . . . . . . . . . . . . .               -                -
     Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             (69)               4
                                                                                          ---------------  ---------------
                                                                                                    (304)            (617)
                                                                                          ---------------  ---------------

Loss before provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . . .          (2,353)          (2,052)

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

Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          (2,353)          (2,052)
Preferred stock dividends. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              (5)              (5)
                                                                                          ---------------  ---------------
Net loss attributed to common shareholders . . . . . . . . . . . . . . . . . . . . . . .  $       (2,358)  $       (2,057)
                                                                                          ===============  ===============

Loss per common shares
     Basic and diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $        (0.01)  $        (0.08)
                                                                                          ===============  ===============

Weighted average common shares - basic and diluted . . . . . . . . . . . . . . . . . . .         240,556           24,662
                                                                                          ===============  ===============

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

<PAGE>
                IMAGING TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  THREE MONTH ENDED SEPTEMBER 30, 2003 AND 2002
                        (in thousands, except share data)
                                   (unaudited)
<TABLE>
<CAPTION>
<S>                                                                                      <C>              <C>
                                                                                                   2003            2002
                                                                                         ---------------  --------------
Cash flows from operating activities
   Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $       (2,358)  $      (2,052)
   Adjustments to reconcile net loss to net
     cash from operating activities
       Depreciation and amortization. . . . . . . . . . . . . . . . . . . . . . . . . .             115              29
       Stock issued for services. . . . . . . . . . . . . . . . . . . . . . . . . . . .             269             295
       Amortization of debt discount. . . . . . . . . . . . . . . . . . . . . . . . . .             237             200
       Value of service for exercise of warrants. . . . . . . . . . . . . . . . . . . .               -             166
       Value of warrants issued for services. . . . . . . . . . . . . . . . . . . . . .               -              70
  Changes in operating assets and liabilities:
     Accounts receivable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             102             374
     Inventories. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              (1)             10
     Prepaid expenses and other . . . . . . . . . . . . . . . . . . . . . . . . . . . .            (154)            (13)
     Accounts payable and accrued expenses. . . . . . . . . . . . . . . . . . . . . . .          (1,416)            571
     PEO liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           2,761             229
     Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             (20)              -
                                                                                         ---------------  --------------
               Net cash used in operating activities. . . . . . . . . . . . . . . . . .            (465)           (121)
                                                                                         ---------------  --------------

Cash flows from investing activities
   Cash expenditures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            (124)              -
                                                                                         ---------------  --------------
               Net cash used in investing activities. . . . . . . . . . . . . . . . . .            (124)              -
                                                                                         ---------------  --------------

Cash flows from financing activities
   Change in cash overdraft, net. . . . . . . . . . . . . . . . . . . . . . . . . . . .             (87)              -

   Net borrowings under bank notes payable. . . . . . . . . . . . . . . . . . . . . . .             (25)              -
   Issuance of notes payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               -              75
   Repayment of notes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             (36)              -
   Repayment of capital lease obligation. . . . . . . . . . . . . . . . . . . . . . . .              (1)              -
   Net proceeds from issuance of common stock . . . . . . . . . . . . . . . . . . . . .               -              25
                                                                                         ---------------  --------------
               Net cash provided by (used in) financing activities. . . . . . . . . . .            (149)            100
                                                                                         ---------------  --------------

Net decrease in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . .            (738)            (21)
Cash and cash equivalents, beginning of period. . . . . . . . . . . . . . . . . . . . .           1,223              42
                                                                                         ---------------  --------------
Cash and cash equivalents, end of period. . . . . . . . . . . . . . . . . . . . . . . .  $          485   $          22
                                                                                         ===============  ==============

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

<PAGE>

                IMAGING TECHNOLOGIES CORPORATION AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINTUED)
                 THREE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
                        (in thousands, except share data)
                                   (unaudited)

NON-CASH  INVESTING  AND  FINANCING  ACTIVITIES

During  the  three  months  ended  September  30,  2003,  the Company issued: 1)
5,220,000  shares  of  its  common  stock  for  services  valued at $129,400; 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) 48,400,337
shares  of  its common stock for the conversion of convertible debentures in the
amount  of  $345,562.

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

<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.

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.

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.

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 three months
ended  September  30,  2003,  the  Company  had  a net loss of $2,353,000. As of
September  30,  2003,  the  Company had a negative working capital deficiency of
$30,139,000 and had a shareholders' deficiency of $110,132,000. 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  three  months  ended  September  30:

<TABLE>
<CAPTION>
<S>                                          <C>            <C>
(In thousands, except share amounts). . . .          2003           2002
                                             -------------  -------------
Net loss
As reported . . . . . . . . . . . . . . . .  $     (2,446)  $     (2,052)
Compensation recognized under APB No. 25. .             -              -
Compensation recognized under SFAS No. 123.             -              -
                                             -------------  -------------
Pro forma . . . . . . . . . . . . . . . . .  $     (2,446)  $     (2,052)
                                             =============  =============

Basic earnings (loss) per share
As reported . . . . . . . . . . . . . . . .  $      (0.01)  $      (0.08)
                                             =============  =============
Pro forma . . . . . . . . . . . . . . . . .  $      (0.01)  $      (0.08)
</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 2003
and  2002  is  estimated  on  the  date  of  grant  using  the  Black-Scholes
option-pricing  model.  All options granted in fiscal years 2003 and 2002 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>
                                  2003    2002
                                -------  ------
Fair Value of options granted.  $0.015   $0.56
Risk free interest rate. . . .     3.5%    3.5%
Expected life (years). . . . .       3       1
Expected volatility. . . . . .     421%    179%
Expected dividends . . . . . .       -       -
</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  three months ended September 30, 2003: warrants - 6,002,356 and
stock  options  -  34,158,100.

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  adoption  of  this new pronouncement did not have a
material  impact  to  the Company's financial position or results of operations.

In  January  2003,  the  FASB  issued  Interpretation  No. 46, "Consolidation of
Variable Interest Entities." Interpretation 46 changes the criteria by which one
company  includes  another  entity  in  its  consolidated  financial statements.
Previously,  the  criteria  were  based  on  control  through  voting  interest.
Interpretation  46  requires  a variable interest entity to be consolidated by a
company  if  that  company is subject to a majority of the risk of loss from the
variable  interest  entity's activities or entitled to receive a majority of the
entity's  residual  returns  or  both.  A  company  that consolidates a variable
interest  entity  is  called  the  primary  beneficiary  of  that  entity.  The
consolidation  requirements  of  Interpretation 46 apply immediately to variable
interest entities created after January 31, 2003. The consolidation requirements
apply  to  other  entities  in the first fiscal year or interim period beginning
after  December  15,  2003.  Certain of the disclosure requirements apply in all
financial  statements  issued  after  January  31,  2003, regardless of when the
variable  interest  entity  was  established.  The  Company  does not expect the
adoption  to  have  a  material  impact  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 quarter.              -
Converted into common stock. . . . . . . . . . . . . .           (346)
Amortization of value of warrants and preferential
  conversion feature . . . . . . . . . . . . . . . . .            237
                                                        --------------
Balance at September 30, 2003. . . . . . . . . . . . .  $       1,748
                                                        ==============
</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  three  months  ended September 30, 2003, ITEC issued the following:

-     5,220,000  shares  of  its  common stock for legal and consulting services
valued  at  $129,400.  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;  and

-     48,400,337  shares  of  its common stock for the conversion of convertible
debentures  in  the  amount  of  $345,562.

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  period  ended March 31, 2003 is as follows:

<TABLE>
<CAPTION>
<S>                          <C>          <C>         <C>        <C>             <C>
(in thousands)
                             TEMPORARY
                             PRODUCTS     SOFTWARE    STAFFING   PEO SERVICES    TOTAL
                             -----------  ----------  ---------  --------------  --------
3-months ended 9/30/03
---------------------------
    Revenues. . . . . . . .  $      131   $      36   $     767  $       3,952   $ 4,886
    Operating income (loss)        (368)       (935)         40           (786)   (2,049)


3-months ended 9/30/02
---------------------------
    Revenues. . . . . . . .  $      486   $     138   $       -  $         392   $ 1,016
    Operating income (loss)        (890)       (207)          -           (338)   (1,435)
</TABLE>

NOTE  10.  SUBSEQUENT  EVENTS

From  October 1, 2003 to November 14, 2003, the Company issued 23,909,309 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

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

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

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

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

     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 Quik Pix, Inc.

     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.

              From  July  1,  2003  to  November  6, 2003, we issued 109,963,339
shares of our common stock to consultants, for warrant exercises, for conversion
of  convertible  debt,  and  for  the  reduction  of  debt.

              Effective  September  1, 2003, we 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 the hiring of
the  two owners as employees of SourceOne Group, Inc., a wholly-owned subsidiary
of  ITEC. We did not acquire Jackson Staffing, but only assumed its business and
employees.  Accordingly,  only  the  results  of  operations for the month ended
September  30,  2003  are  included  in  our  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  suspended  our  printer  controller  development  and
manufacturing  operations  in  favor of selling products from other companies to
its  customers.

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

ACQUISITION  AND  SALE  OF  BUSINESS  UNITS

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

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

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

     In  March  2002,  we acquired all of the outstanding shares of EnStructure,
Inc.  ("EnStructure),  a  PEO  company,  for  restricted  ITEC common stock. The
purchase  price  may  be  increased  or  decreased  based  upon  EnStructure's
representations  of  projected  revenues  and  profits, which are defined in the
acquisition  agreement.

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

     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.

     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.

SIGNIFICANT  ACCOUNTING  POLICIES  AND  ESTIMATES

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

REVENUE  RECOGNITION  RELATED  TO  PEO  SEGMENT

We  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,  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  $4,886,000  and $1,016,000 for the three-month period ended
September  30,  2003  and 2002, respectively, an increase of $3,870,000 or 381%.
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,  particularly  related  to ExpertHR, a
wholly-owned  subsidiary  of  Greenland,  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 three-month period ended September 30, 2003 and 2002
were  $3,952,000  and $392,000, respectively, an increase of $3,560,000 or 908%.
The  increase  in revenues was due primarily to the increase in our PEO customer
base  and  the  acquisition  of  Greenland  Corporation  in  January  2003.

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 $767,000
since  the  date  of  their  hire.

Imaging  Products

     Sales  of  imaging  products were $131,000 and $486,000 for the three month
period  ended  September 30, 2003 and 2002, respectively, a decrease of $355,000
or  73%.  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
$138,000  for  the  three-month  period  ended  September  30,  2003  and  2002
respectively,  a decrease of $102,000 or 74%. The reduction in software revenues
was due to our lack of sufficient working capital to support sales and marketing
activities.  Royalties  from  the  licensing  of  ColorBlind  source  code  are
insignificant  and  are  reported  as  part  of  software  sales.

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

COST  OF  PRODUCTS  SOLD

     Cost  of  PEO  services  were $3,151,000 (80% of PEO revenues) and $142,000
(36%  of  PEO  revenues) for the three-month period ended September 30, 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.

     Cost  of  temporary  staffing  was  $693,000  (90%  of  temporary  staffing
revenue).  There  were  no  such  revenues  in  the  prior-year  period.

     Cost of products sold were $83,000 (63% of product sales) and $235,000 (48%
of  product sales) for the three-month period ended September 30, 2003 and 2002,
respectively.  The  decrease  in  margins  is  due  primarily to the substantial
reduction  in  product  sales  for  the  reported  periods  as  a  result of the
suspension  of  sales  and  marketing  activities  associated with the resale of
office  products,  including  copiers,  printers,  and  network  solutions.

     Cost  of  software,  licenses  and royalties were $3,000 (15% of associated
revenues)  and  $21,000  (15% of associated revenues) for the three-month period
ended  September  30,  2003  and  2002,  respectively.

SELLING,  GENERAL  AND  ADMINISTRATIVE  EXPENSES

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

     Selling,  general  and  administrative  expenses for the three-month period
ended  September 30, 2003 and 2002, respectively, were $3,005,000 and $2,053,000
an  increase  of  $952,000  or  46%.  The  increase is due to the acquisition of
Greenland and QPI, and the increased overhead associated with operating a larger
company.

COSTS  OF  RESEARCH  AND  DEVELOPMENT

     There  were  no  costs  incurred  for research and development in the three
months  ended  September  30,  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  $235,000  and $621,000 for the three
months  ended  September  30,  2003  and  2002,  respectively. The decrease is a
reduction  in  beneficial  conversions  of  our convertible debt compared to the
year-earlier  period.

LIQUIDITY  AND  CAPITAL  RESOURCES

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

     As a result of some of the Company's financing activities, there has been a
significant  increase in the number of issued and outstanding shares. During the
three-month  period  ended  September 30, 2003, the Company issued an additional
84,152,447  shares.  These  shares  of  common  stock  were issued primarily for
corporate  expenses  in  lieu  of  cash,  and  for  the  exercise  of  warrants.

As  of  September  30,  2003,  the  Company  had  negative  working  capital  of
$30,232,000,  a  decrease  in  working  capital  of  approximately $1,786,000 as
compared to June 30, 2003, due primarily to our net loss in the quarterly period
ended  September  30,  2003.

Net  cash  used  in operating activities was $465,000 for the three month period
ended  September  30,  2003  as  compared to $121,000 for the three months ended
September  30,  2002,  a  increase  of  $344,000  or  284%, due primarily to the
suspension  of  our  business  and  the  additional  cash  requirements.

Cash  used in investing activities was $124,000 for the three month period ended
September 30, 2003, an increase of $124,000 (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 September 30, 2003,
was  approximately  $387,000.

     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

     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.  The  factors  include:  the timing of product announcements and
subsequent  introductions  of  new  or  enhanced  products  by  us  and  by  our
competitors, the availability and cost of products and/or components, the timing
and  mix of shipments of our products, the market acceptance of our new products
and services, seasonality, changes in our prices and in our competitors' prices,
the  timing  of  expenditures for staffing and related support costs, the extent
and  success  of advertising, research and development expenditures, and changes
in  general  economic  conditions.

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

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

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

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

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

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

     A  key  element of our strategy is to provide competitively priced, quality
products  and services. We cannot be certain that our products and services will
continue  to  be  competitively priced. We have reduced prices on certain of our
products  in  the  past  and  will likely continue to do so in the future. Price
reductions,  if  not  offset by similar reductions in product costs, will reduce
our  gross  margins and may adversely affect our financial condition and results
of  operations.

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

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

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

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

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

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

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

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

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

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

     We  currently hold no patents. Our software products, hardware designs, and
circuit  layouts are copyrighted. However, copyright protection does not prevent
other  companies  from  emulating  the  features  and  benefits  provided by our
software,  hardware  designs  or  the  integration  of  the  two. We protect our
software  source  code  as  trade  secrets  and make our proprietary source code
available  to  OEM  customers  only  under  limited  circumstances  and specific
security  and  confidentiality  constraints.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     On  or  about  October 7, 1999, the law firms of Weiss & Yourman and Stull,
Stull  &  Brody made a public announcement that they had filed a lawsuit against
us and certain current and past officers and/or directors, alleging violation of
federal  securities  laws during the period of April 21, 1998 through October 9,
1998.  On  or  about  November 17, 1999, the lawsuit, filed in the name of Nahid
Nazarian  Behfarin,  on  her  own  behalf  and  others purported to be similarly
situated,  was  served  on us. On January 31, 2003, we executed a Stipulation of
Settlement,  and the matter was approved by the Superior Court in May 2003.  Our
insurance  company  made  the  required  cash settlement payment and the Company
issued  5,000,000  shares  to  fulfill  its  part  of  the settlement agreement.

     Throughout  fiscal  2000, 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  $1.8  million.  These  actions  are  in  various  stages  of
litigation,  with  many resulting in judgments being entered against us. Several
of  those  who  have obtained judgments have filed judgment liens on our assets.
These claims range in value from less than one thousand dollars to just over one
million  dollars,  with  the  great  majority  being  less  than twenty thousand
dollars.  Should we be required to pay the full amount demanded in each of these
claims and lawsuits, we may have to cease our operations.  However, to date, the
superior  security  interest  held  by Imperial Bank has prevented nearly all of
these  trade  creditors  from  collecting  on  their  judgments.

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

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

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

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

     The  penalty  for noncompliance of the Settlement Agreement is a stipulated
judgment  that  allows  Imperial  Bank  to immediately reinstate the operational
receiver  and begin liquidation proceedings against us. We are currently meeting
the  monthly  amount  of $150,000 as stipulated by the Settlement Agreement with
Imperial  Bank.  However,  the  monthly  payments  have been reduced to $100,000
through  January  of  2002  and  further  reduced  to  $50,000  in  2003.

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

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

     Trading of our common stock is now being conducted over-the-counter through
the  NASD  Electronic  Bulletin  Board  and  covered  by  Rule  15g-9  under the
Securities  Exchange  Act of 1934. Under this rule, broker/dealers who recommend
these  securities  to  persons  other  than established customers and accredited
investors  must  make  a  special  written  suitability  determination  for  the
purchaser  and  receive the purchaser's written agreement to a transaction prior
to  sale.  Securities  are exempt from this rule if the market price is at least
$5.00  per  share.

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

ITEM  3.  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.

<PAGE>

PART  II  -  OTHER  INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS

     In  October 1999, the law firms of Weiss & Yourman and Stull, Stull & Brody
made  a public announcement that they had filed a lawsuit against us and certain
current  and  past  officers  and/or  directors,  alleging  violation of federal
securities  laws  and, in November 1999, the lawsuit, filed in the name of Nahid
Nazarian  Behfarin,  on  her  own  behalf  and  others purported to be similarly
situated,  was  served  on us. In January 2003, we entered into a Stipulation of
Settlement with the plaintiffs. We agreed to pay the plaintiffs 5,000,000 shares
of  common stock and $200,000 in cash. The Parties have accepted the settlement.
We  have 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.

     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  three  months  ended  September 30, 2003, ITEC issued the following
unregistered  securities:

-     5,220,000  shares  of  its  common stock for legal and consulting services
valued  at  $129,400;

-     10,272,110 shares of its common stock for compensation valued at $140,332;

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

-     48,400,337  shares  of  its common stock for the conversion of convertible
debentures  in  the  amount  of  $345,562.

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

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

ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES

     The  Company  is  currently  in  default on certain bank loans that have an
aggregate  outstanding  balance  at  September  30,  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)     Agreement  and  Assignment  of Rights, dated October 24, 2003, between
          SourceOne  Group,  Inc.  and  ePEO  Link.

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  September  10,  2003,  the  Registrant  filed  a  Current Report on Form 8-K
announcing  that  on  September  3,  2003,  the  Registrant  appointed  Pohl,
McNabola, Berg & Company,  LLP  ("PMBC")  as the Registrant independent auditors
upon  the  recommendation  of  its  Audit  Committee.

On July 22, 2003, Registrant filed a Current Report on Form 8-K announcing that:

-     In October 1999, the law firms of Weiss & Yourman and Stull, Stull & Brody
made  a  public  announcement  that  they  had  filed  a  lawsuit  against  the
Registrant  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 the Registrant.
In  January  2003,  the Registrant entered into a Stipulation of Settlement with
the  plaintiffs. The Registrant agreed to pay the plaintiffs 5,000,000 shares of
common  stock  and  $200,000  in cash. The Parties have accepted the settlement.

-     In  June  2003,  the  Registrant  entered  into  a  settlement  with  The
Massachusetts  Institute of Technology  and  Electronics  For  Imaging,  related
to  a  patent  held  by  the  plaintiffs  that  was alleged to be related to the
Registrant's  ColorBlind  software  products.  The  plaintiffs  have  agreed  to
dismiss  its  claims  against  the Registrant with prejudice in exchange  for  a
settlement  fee  payment  of  $10,000,  which  is  being paid over a three-month
period.

-     The Registrant was a  party  to a lawsuit filed by Symphony Partners, L.P.
related  to  our  acquisition  of  SourceOne  Group,  LLC. The plaintiffs sought
payment  of  $702,000.  In  June  2003,  the  Registrant  entered  into  a
settlement  with  the  plaintiffs  for a cash payment  of  $274,000,  which  has
been  paid.

<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:  November  24,  2003

IMAGING  TECHNOLOGIES  CORPORATION  (Registrant)


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


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

<PAGE>