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

                                  FORM 10-K/A

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

                    For the fiscal year ended June 30, 1999

                           COMMISSION FILE NO. 0-12641

================================================================================

                        IMAGING TECHNOLOGIES CORPORATION
             (Exact Name of Registrant as Specified in its Charter)


          DELAWARE                                               33-0021693
(State or Other Jurisdiction of                            (IRS Employer ID No.)
Incorporation or Organization)

                             15175 Innovation Drive
                           San Diego, California 92128
                                 (858) 613-1300
            (Address of Principal Executive Offices and Registrant's
                     Telephone Number, Including Area Code)


       Securities registered under Section 12(b) of the Exchange Act: NONE
         Securities registered under Section 12(g) of the Exchange Act:
                         COMMON STOCK, $0.005 PAR VALUE

Indicate  by a check mark  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  preceding  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 |_|

Indicate by a check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. Yes |_| No |_|

At October 11, 1999, the aggregate market value of the voting stock held by non-
affiliates of the registrant  was  approximately  $11,694,266  based on the last
trade price as reported by The Nasdaq  SmallCap(R)  Market. For purposes of this
calculation,  shares owned by officers, directors, and 10% stockholders known to
the registrant have been excluded.  Such exclusion is not intended, nor shall it
be  deemed,  to  be an  admission  that  such  persons  are  affiliates  of  the
registrant.

At October 11, 1999,  there were 43,823,672  shares of the  registrant's  Common
Stock, $0.005 par value, issued and outstanding.


<PAGE>


                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT EXECUTIVE OFFICERS

         The  directors and  executive  officers of the Company,  their ages and
positions with the Company as of October 11, 1999 are as follows:


Name                    Age                Position
----                    ---                --------

Harry J. Saal            55     Chairman of the Board
Brian Bonar              52     President, Chief Executive Officer and Director
A.L. Dubrow              66     Director
David L. Carver          52     Director
Joseph J. Pfeuffer       54     Senior Vice President of Engineering
Philip J. Englund        55     Senior Vice President, General Counsel and
                                  Secretary
Christopher W. McKee     51     Senior Vice President of Operations Worldwide

INFORMATION ABOUT DIRECTORS

         HARRY J. SAAL has served as a director  of the  Company  since 1983 and
became the Company's Chairman of the Board in December 1995. From September 1993
through  November  1995, Dr. Saal was President and Chief  Executive  Officer of
Smart Valley, Inc., a company which helped create an electronic community in the
San  Francisco  Bay Area.  In addition,  from 1986 until 1993,  Dr. Saal was the
President and a director of Network  General  Corporation,  a company engaged in
the design,  manufacture and sale of diagnostic  systems for local area networks
(and related products). Dr. Saal serves as a director of Inprise Corporation.

         BRIAN BONAR has served as a director of the Company  since August 1995.
From August 1992 through April 1994, Mr. Bonar served as the Company's  Director
of Technology Sales and from April 1994 through September 1994, as the Company's
Vice  President,  Sales and Marketing.  In September  1994, Mr. Bonar became the
Company's  Executive Vice President,  Sales,  Marketing and,  Engineering and in
July  1997,  Mr.  Bonar  was  appointed  as the  Company's  President  and Chief
Operating  Officer.  In April 1998,  he was  appointed  as the  Company's  Chief
Executive Officer.  From 1991 to 1992, Mr. Bonar was Vice President of Worldwide
Sales and  Marketing  for Bezier  Systems,  Inc.,  a San Jose,  California-based
manufacturer and marketer of laser printers. From 1990 to 1991, he was Worldwide
Sales  Manager for Adaptec,  Inc., a San  Jose-based  laser  printer  controller
developer.  From  1988 to 1990,  Mr.  Bonar  was  Vice  President  of Sales  and
Marketing for Rastek Corporation,  a laser printer controller  developer located
in Huntsville,  Alabama.  From 1984 to 1988, Mr. Bonar was employed as Executive
Director  of  Engineering  at  QMS,   Inc.,  an   Alabama-based   developer  and
manufacturer of high-performance color and monochrome printing solutions.  Prior
to these positions,  Mr. Bonar was employed by IBM, U.K. Ltd. for  approximately
17 years.


                                      -2-
<PAGE>


         A. L.  DUBROW has served as a director of the  Company  since  February
1997, at which time he was appointed as the Company's  Vice  President,  Special
Projects,  a post in which he served  until the  middle  of 1997.  In 1996,  Mr.
Dubrow was involved in the acquisition and restructuring of NewGen Systems, Inc.
and  served  as  its  President  and  Chief  Executive  Officer  prior  to  such
acquisition.  From  1977 to  April  1995,  Mr.  Dubrow  was  part of the  senior
management of BW/IP,  an operation  acquired from Borg Warner,  where Mr. Dubrow
served as General Manager from 1977 to 1992 and as Chief Operating Officer until
April 1995.

         DAVID M. CARVER has served as a director of the Company from June 1998.
From  November  1995 through  December  1997,  Mr.  Carver served in several key
management  positions,  including  Executive Vice President and Chief  Operating
Officer, of Network General Corporation, the $250-million software firm which in
December  1997 merged with McAfee  Associates to form Network  Associates.  From
March 1994 to October 1995, Mr. Carver worked as an  independent  consultant for
Institutional  Venture Partners  developing  investment  strategies for Internet
business opportunities. Mr. Carver also spent 20 years with the Hewlett- Packard
Company  holding  numerous  management  positions  in the  areas  of  sales  and
marketing.

INFORMATION ABOUT NON-DIRECTOR EXECUTIVE OFFICERS

         JOSEPH J. PFEUFFER has served as Senior Vice  President of  Engineering
of the Company since February 1998.  Prior to joining the Company,  Mr. Pfeuffer
was a Director of  Engineering  with Adobe  Systems,  Inc.  during 1996 and 1997
where  he  was  responsible   for   Postscript-Registration   Mark-   controller
development.  From 1990 to 1996 Mr. Pfeuffer was a Director of Engineering  with
Output  Technology  responsible  for  electronic and software  engineering.  Mr.
Pfeuffer holds a B.S. degree from Stevens  Institute of Technology and a Masters
of Business Administration from Washington University.

         PHILIP J. ENGLUND has served as Senior Vice President,  General Counsel
and Secretary of the Company since February 1999.  Prior to joining the Company,
Mr.  Englund  served as general  counsel to a number of  companies on a contract
basis from October 1997 through  February  1999,  as he had done form April 1995
through  November 1996. He served as Senior Vice President,  General Counsel and
Secretary to The Titan  Corporation from November 1996 through October 1997; and
as Vice  President and General  Counsel to Optical  Radiation  Corporation  from
November 1986 through April 1995.

         CHRISTOPHER  W. MCKEE has served as Senior Vice President of Operations
Worldwide since June 1999 and served as Vice President of Finance and Operations
of the Company from August 1998 to June 1999. Prior to joining the Company,  Mr.
McKee spent 23 years with Flowserve  Corporation  and its  predecessor  company,
BW/IP, Inc., in various financial management positions,  including most recently
as its Director of  Information  Technology and Baan  Implementation.  Mr. McKee
holds a masters in business administration from Pepperdine University.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

         The  members of the Board,  the  executive  officers of the Company and
persons who hold more than 10 percent of the Company's  outstanding Common Stock
are subject to the reporting  requirements  of Section  16(a) of the  Securities
Exchange  Act of 1934 which  require  them to file reports with respect to their
ownership of the Common Stock and their transactions in such Common Stock. Based
upon (i) the copies of Section  16(a)  reports  which the Company  received from
such  persons for their 1999 Fiscal Year  transactions  in the Common  Stock and
their  Common  Stock  holdings,  the  Company,  to the  best  of  the  Company's
knowledge,  believes  that certain of the reporting  requirements  under Section
16(a) for such  fiscal  year were not met in a timely  manner by its  directors,
executive officers and greater than 10 percent beneficial owners,  including the
following.

         Each of Messrs.  Bonar,  Pfeuffer,  Englund and Charles Olson (a former
CFO of the  Company)  did not timely file a Form 4 with the SEC with  respect to
transactions. In addition, each of Messrs. Carver, Saal,


                                      -3-
<PAGE>


Frank  Leonardi (a former Vice President of Sales and Marketing of the Company),
Olson, Bonar,  Pfeuffer,  Dubrow, McKee and Englund did not timely file a Form 5
with the SEC.

ITEM 11.  EXECUTIVE COMPENSATION

         The following table provides certain summary information concerning the
cash compensation and certain other compensation paid,  awarded,  or accrued, by
the Company to the  Company's  Chief  Executive  Officer and the two most highly
compensated  executive  officers who were serving at the end of Fiscal Year 1999
and two former  executive  officers who served during Fiscal Year 1999,  each of
whose salary and bonus  exceeded  $100,000 for the 1999 fiscal year for services
rendered in all  capacities to the Company and its  subsidiaries  for the fiscal
years  ended  June 30,  1997,  1998 and 1999.  The listed  individuals  shall be
hereinafter referred to as the "Named Officers."

<TABLE>
<CAPTION>
                                          SUMMARY COMPENSATION TABLE

                                                                                          Long Term
                                                                    Compensation     Compensation Awards
                                                  Annual            ------------  -------------------------
                                  Fiscal     -------------------    Other Annual  Options/        Other
Name and Principal Position        Year       Salary      Bonus     Compensation  SARS(#)      Compensation
                                  ------     --------   --------    ------------  ---------    ------------
<S>                               <C>       <C>         <C>         <C>           <C>          <C>
Brian Bonar                        1999     $ 250,570   $  --         $  --        850,000       $  --
Director, President and Chief      1998       235,243      --            --        450,000          --
Executive Officer                  1997       179,303      --            --        150,000          --

Christopher McKee                  1999       129,250    20,000          --        100,000          --
Senior Vice President of           1998             0      --            --           --            --
Operations Worldwide               1997             0      --            --           --            --

Joseph Pfeuffer                    1999       132,250    20,000          --         27,000          --
Vice President of Engineering      1998        51,458      --            --         45,000          --
                                   1997             0      --            --           --            --

*Frank Leonardi                    1999       180,000      --          77,424(1)   100,000          --
Vice President of Worldwide Sales  1998             0      --            --           --            --
and Marketing (former)             1997             0      --            --           --            --

**Michael Clemens                  1999       149,007      --            --         60,000          --
Vice President of Accounting       1998             0      --            --           --            --
(former)                           1997             0      --            --           --            --
</TABLE>


*    Frank Leonardi resigned from his position with the Company in May of Fiscal
     Year 1999.

**   Michael  Clemens  resigned  from his position  with the Company in March of
     Fiscal Year 1999.

(1)  Such sum was earned pursuant to sales commissions.


                      OPTION/SAR GRANTS IN LAST FISCAL YEAR

         The following table provides information on Options/SARs granted in the
1999 Fiscal Year to the Named Officers.


                                      -4-
<PAGE>

                                      -4-
<TABLE>
<CAPTION>
                                                                                         ------------------------
                                                                                          Potential Realizable
                                                                                            Value at Assumed
                             Number of    Percent of Total                                Annual Rates of Stock
                             Securities     Options/SARs      Exercise                    Price Appreciation for
                             Underlying      Granted to        or Base                         Option Term
                            Options/SARs     Employees in       Price     Expiration     ------------------------
      Name                 Granted (#)(1)    Fiscal Year      ($/share)       Date          5% ($)        10% ($)
-------------------        --------------    ------------     ---------   ----------     ----------    ----------
<S>                        <C>               <C>              <C>         <C>           <C>            <C>
Brian Bonar                   850,000            30             1.13        2/19/08      $1,768,000    $3,383,000

Christopher McKee             100,000             4             2.65        8/11/09          56,000       246,000

Joseph Pfeuffer                27,000             1             0.75        6/9/09           66,420       117,720

Frank Leonardi                100,000             4             1.90        8/18/08         131,000       321,000

Michael Clemens                60,000(2)          7             1.90        8/18/08         78,6000       192,600
</TABLE>

(1)  Warrants/options become exercisable monthly over a 10 year period from date
     of grant. Each warrant/option was issued at the then market price.

(2)  An additional  140,000  warrants/options  originally granted to Mr. Clemens
     were canceled pursuant to his March 1999 resignation.


AGGREGATED  OPTIONS/SAR  EXERCISES  IN LAST  FISCAL  YEAR  AND  FISCAL  YEAR-END
OPTION/SAR VALUES

         The following  table provides  information  on option  exercises in the
1999 Fiscal  Year by the Named  Officers  and the value of such Named  Officers'
unexercised  options at June 30,  1999.  Warrants to purchase  Common  Stock are
included as options.  No stock  appreciation  rights were exercised by the Named
Officers during the 1999 Fiscal Year, and no stock appreciation rights were held
by them at the end of the 1999 Fiscal Year.

<TABLE>
<CAPTION>
                                                        Number of Securities          Value of Unexercised
                                                        Underlying Unexercised     In-the-money Options/SARs
                                                     Options/SARs at FY-end (#)    At Fiscal Year End ($) (1)
                          Shares                     ---------------------------   ---------------------------
                        Acquired on       Value
        Name            Exercise (#)   Realized ($)  Exercisable   Unexercisable   Exercisable   Unexercisable
---------------------   ------------   ------------  -----------   -------------   -----------   -------------
<S>                     <C>            <C>           <C>           <C>             <C>           <C>
Brian Bonar                     0       $      0        150,000        700,000      $126,582        $590,716

Christopher McKee               0              0         33,333         81,668             0               0

Joseph Pfeuffer            27,000         20,250         18,752         26,248             0               0

Frank Leonardi                  0              0         50,229        149,771         1,290           5,590

Michael Clemens                 0              0         60,000              0         4,128               0
</TABLE>

(1)  At the 1999 Fiscal Year end,  the average of the bid and asked price of the
     Common Stock on that date as quoted by the NASD  Electronic  Bulletin Board
     was $1.9688.


                                      -5-
<PAGE>


COMPENSATION OF DIRECTORS

         As Chairman of the Board of  Directors  of the  Company,  Harry J. Saal
receives a monthly  fee of $4,500  from the Company and as a member of the Board
of Directors of the Company,  David Carver receives a monthly fee of $2,500 from
the Company. No other director receives any fees or other compensation for their
services as members of the Company's Board of Directors.

EMPLOYMENT   CONTRACTS,   TERMINATION   OF  EMPLOYMENT   AND   CHANGE-IN-CONTROL
ARRANGEMENTS

         The Company  entered into an employment  agreement with Dr. Savarese as
of July 1,  1990,  which  was  amended  in 1994,  1997  and  1998,  calling  for
employment  through  June 30,  2002.  The salary  under the  amended  agreement,
commencing July 1, 1998, is $198,750 per year.

         The Company also entered into an  employment  agreement  with Mr. Bonar
(with Dr. Savarese, the "Executives"),  effective September 1, 1994, and amended
April 1, 1998,  calling for employment  through June 30, 1999, at an annual base
salary of $250,000 plus incentive bonus.

         These employment  agreements  provide that, in the event of termination
without  cause,  whether  or not  occurring  in the  aftermath  of a  change  in
corporate control, the Company shall pay, within 72 hours after his termination,
his entire salary for the remainder of the entire term,  and shall also continue
his fringe benefits for the remainder of the entire term.

         In the  event of an  Executive's  death or  permanent  disability,  his
salary shall  continue  during the entire term,  and his stock  options shall be
exercisable until two years after his death or permanent disability.

         An Executive  shall be entitled to  severance  pay equal to one-half of
his fiscal 1999 annual salary if his  employment  terminates  upon the scheduled
expiration of the  employment  agreement,  or if he is terminated  without cause
within six months before the scheduled expiration of the employment agreement.

         The Company entered into an employment agreement with Mr. Englund as of
February 22, 1999,  which calls for a base monthly  salary of  $11,667.67  for a
term of three  years.  Pursuant  to his  employment  agreement,  Mr.  Englund is
eligible for the following bonuses:

     -    $5,000  quarterly  bonuses based upon  achievement of objectives to be
          mutually  agreed-upon by Mr. Englund and the Company's chief executive
          officer; and

     -    at the sole  discretion of the Company,  Mr.  Englund may receive from
          time to time additional compensation or benefits.

         In  addition,  Mr.  Englund  also  receives  other  employee  benefits,
including  certain  medical  benefits and  eligibility to be part of the Company
401(k) plan.

         Mr.  Englund's  employment  agreement  provides  that,  in the event of
termination without cause,  termination for good reason or pursuant to change in
corporate control, the Company shall pay, within 72 hours after his termination,
an amount equal to six months of his salary together with any other compensation
or benefits  owed to him by the Company.  In the event of his death or permanent
disability,  his salary shall  continue  during the entire  term,  and his stock
options  shall be  exercisable  until  two years  after  his death or  permanent
disability.  Mr. Englund shall be entitled to severance pay equal to one-half of
his annual salary if his employment  terminates upon the scheduled expiration of
the employment  agreement or if he is terminated without cause within six months
before the scheduled expiration of the employment agreement.

         The Company entered into an employment  letter agreement with Mr. McKee
as of August 3, 1998, calling for a base monthly salary of $11,750.  Pursuant to
the terms of his letter  agreement,  Mr.  McKee is  eligible  for the  following
bonuses:

     -    quarterly  bonus based on the Company  achieving  quarterly  sales and
          profit objectives; and


                                      -6-
<PAGE>


     -    at the sole  discretion of the Board,  Mr. McKee may receive from time
          to time a percentage of the Company's net income.

         He also received  100,000 stock option grants  pursuant to the terms of
the Company's  employee stock option plan and presently  receives other employee
benefits,  including  certain medical benefits and eligibility to be part of the
Company 401(k) plan. Mr.  McKee's  employment  with the Company is "at-will" and
may be terminated at any time.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

         The  Compensation  Committee  currently  consists  of Dr.  Saal and Mr.
Carver.  None of these  individuals was an officer or employee of the Company at
any time during the 1999 Fiscal Year or at any other time.

         No current executive officer of the Company has ever served as a member
of the Board or  Compensation  Committee of any other entity that has or has had
one or more executive  officers serving as a member of the Board or Compensation
Committee.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth certain information known to the best of
the Company's knowledge with respect to the beneficial ownership of Common Stock
as of October 11,  1999,  by (i) all persons who are  beneficial  owners of five
percent (5 percent) or more of the Common Stick,  (ii) each director,  and (iii)
all current directors and executive officers individually and as a group. Unless
otherwise  indicated,  each of the  stockholders  has sole voting and investment
power with  respect  to the  shares  beneficially  owned,  subject to  community
property  laws,  where  applicable.  In regard to Balmore Funds S.A. and Austost
Anstalt Schaan, these investors have contractually agreed pursuant to the Series
D  Agreement  not to hold at any  given  time  more than  9.999  percent  of the
outstanding shares of Common Stock.

                                                        Shares of
Beneficial Ownership of Common Stock                     Common      Percentage
------------------------------------                    ---------    ----------

Harry J. Saal Trust UTA Dated 7/19/72 (2)               8,511,583       16.3%
Austost Anstalt Schaan (3)                              4,222,014        8.8
Balmore Funds S.A. (4)                                  4,134,933        8.6
Brian Bonar (5)                                           296,047         *
A.L. Dubrow (6)                                           256,284         *
Joseph Pfeuffer (7)                                        88,625         *
David M. Carver (8)                                        33,333         *
Philip Englund (9)                                         28,667         *
Christopher W. McKee                                            0         *
All current directors and executive officers
 (group of 7) (10)                                      9,214,539       17.5

     *    Owns less than one percent of the outstanding Common Stock

(1)  Percentage  of  ownership  is based on  43,823,672  shares of Common  Stock
     outstanding  on October 11, 1999.  Shares of Common Stock  subject to stock
     options, warrants and convertible securities


                                      -7-
<PAGE>


     which are currently  exercisable or convertible or will become  exercisable
     or convertible within 60 days after October 11, 1999 are deemed outstanding
     for computing  the  percentage of the person or group holding such options,
     warrants  or  convertible  securities  but are not deemed  outstanding  for
     computing the percentage of any other person or group.

(2)  Harry J. Saal is a trustee  of the Harry J. Saal  Trust UTA Dated  7/19/72,
     1955 Bryant Street, Palo Alto, CA 94301. Includes 3,031,073 shares issuable
     upon  exercise of warrants that are  currently  exercisable  or will become
     exercisable within 60 days after October 11, 1999.  Includes also 5,377,280
     shares  issuable  upon  the  conversion  of  Series  E  Stock  (as  defined
     below)(see  chart  below) into  shares of Common  Stock  assuming  that the
     conversion  rate used is $0.22967.  Includes also 100,000  shares  issuable
     upon  exercise of stock  options  that are  currently  exercisable  or will
     become exercisable within 60 days after October 11, 1999.

(3)  The address of the beneficial  owner is 744  Fuerstentum,  Landstrasse 163,
     Lichtenstein,  attention:  Thomas Hackl.  Includes 370 shares issuable upon
     the conversion of 3,222,014 outstanding shares of Series D Stock (see chart
     below).  Includes also 1,000,000  shares issuable upon exercise of Series D
     Warrants that are currently  exercisable or will become  exercisable within
     60 days after October 11, 1999.

     Austost  Anstalt  Schaan  has  agreed  that  it  can in no  event,  without
     providing prior notice to the Company of at least 75 days, convert Series D
     Stock  into  shares  of Common  Stock if such  conversion  would  cause its
     holding of shares of Common Stock to be greater  than 9.999  percent of the
     outstanding shares of Common Stock.  Furthermore,  pursuant to the Series D
     Agreement, Austost Anstalt Schaan has agreed that it may not vote more than
     9.999  percent  of the  shares  of  Common  Stock  entitled  to  vote  at a
     stockholders' meeting on any given matter.

(4)  The address of the  beneficial  owner is Trident  Chambers,  P.O.  Box 146,
     Roadstown  Tortola,  British Virgin  Islands,  attention:  Francois  Morax.
     Includes  3,134,933  shares issuable upon the conversion of 360 outstanding
     shares of Series D Stock (as defined below)(see chart below). Includes also
     1,000,000  shares  issuable  upon  exercise  of Series D Warrants  that are
     currently  exercisable  or will  become  exercisable  within 60 days  after
     October 11, 1999.

     Balmore  Funds S.A. has agreed that it can in no event,  without  providing
     prior  notice to the  Company of at least 75 days,  convert  Series D Stock
     into shares of Common Stock if such  conversion  would cause its holding of
     shares of Common Stock to be greater than 9.999 percent of the  outstanding
     shares of Common  Stock.  Furthermore,  pursuant to the Series D Agreement,
     Balmore S.A. has agreed that it may not vote more than 9.999 percent of the
     shares of Common Stock entitled to vote at a stockholders'  meetings on any
     given matter.

(5)  Includes 288,041 shares issuable upon exercise of options and warrants that
     are currently  exercisable or will become  exercisable within 60 days after
     October 11, 1999.

(6)  Includes  30,682  shares  issuable  upon  exercise  of  warrants  that  are
     currently  exercisable  or will  become  exercisable  within 60 days  after
     October 11, 1999.

(7)  Includes  20,625  shares  issuable  upon  exercise  of  warrants  that  are
     currently  exercisable  or will  become  exercisable  within 60 days  after
     October 11, 1999.

(8)  Includes  13,333  shares  issuable  upon  exercise  of  warrants  that  are
     currently  exercisable  or will  become  exercisable  within 60 days  after
     October 11, 1999.

(9)  Includes  16,667  shares  issuable  upon  exercise  of  warrants  that  are
     currently  exercisable  or will  become  exercisable  within 60 days  after
     October 11, 1999.

(10) Includes  8,877,701  shares  issuable upon exercise of options and warrants
     that are currently  exercisable or will become  exercisable  within 60 days
     after October 11, 1999.


                                      -8-
<PAGE>

<TABLE>
<CAPTION>

Beneficial Ownership of Series D Stock(1)   Shares of Series D Stock     Percentage of Series D Stock
-----------------------------------------   ------------------------     ----------------------------
<S>                                         <C>                          <C>
Austost Anstalt Schaan (2)                             370                          44.6%
Balmore Funds S.A. (3)                                 360                          43.4
Guarantee & Finance Corp. (4)                           80                           9.6
</TABLE>

(1)  Percentage  of  ownership  is based on 830  shares of Series D  Convertible
     Preferred  Stock,  par value  $1,000  per  share  (the  "Series D  Stock"),
     outstanding on October 11, 1999.

(2)  The address of the beneficial  owner is 744  Fuerstentum,  Landstrasse 163,
     Lichtenstein, attention: Thomas Hackl.

(3)  The address of the  beneficial  owner is Trident  Chambers,  P.O.  Box 146,
     Roadstown Tortola, British Virgin Islands, attention: Francois Morax.

(4)  The address of the  beneficial  owner is Vallarino  P.H.,  Calle 52, Elvimo
     Mendez, Panama, Panama, attention: Ricardo Durling.

<TABLE>
<CAPTION>
Beneficial Ownership of Series E Stock(1)    Shares of Series E Stock    Percentage of Series E Stock
--------------------------------------       ------------------------    ----------------------------
<S>                                          <C>                         <C>
Harry J. Saal Trust UTA Dated 7/19/92                  247                          56.5%

The Cuttyhunk Fund Limited (2)                          60                          13.7

Gilston Corporation, Ltd. (3)                           50                          11.4

Saal Family Charitable Lead Trust UTA Dated
2/28/98 (4)                                             33                           7.6

Manchester Asset Management (5)                         25                           5.7
</TABLE>


(1)  Percentage  of  ownership  is based on 437  shares of Series E  Convertible
     Preferred  Stock,  par value  $1,000  per  share  (the  "Series E  Stock"),
     outstanding on October 11, 1999.

(2)  The address of the beneficial is 73 Front Street, Hamilton, Bermuda MH12.

(3)  The address of the beneficial owner is Charlotte House,  Charlotte  Street,
     P.O. Box N-9204, Nassau, Bahamas, attention: Ms. Dawn Davies.

(4)  The address of the beneficial  owner is 1955 Bryant  Street,  Palo Alto, CA
     94301, attention: Leonard J. Shustek.

(5)  The address of the beneficial owner is Charlotte House,  Charlotte  Street,
     P.O. Box N-9204, Nassau, Bahamas, attention: Anthony L.M. Inder Rieden.




                                      -9-
<PAGE>


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTION

         In May  1998,  Dr.  Harry  Saal,  a  director  of the  Company,  loaned
$1,000,000  to the Company under a 10 percent note payable on demand at any time
on or after  December  31, 1999 (the "Saal 10% Note").  The note is  convertible
into  Common  Stock at anytime at Dr.  Saal's  option at the lesser of $2.36 per
share or 85 percent of the volume  weighted  trade price of Common  Stock on the
date of conversion.

         In  September  1998,  Dr.  Saal and  certain  other  investors  (either
individually  or as part of a group),  all of which  were  owners of more than 5
percent of the Company's  outstanding  Common  Stock,  provided the Company with
funding totaling $4,375,000.  In exchange,  the Company issued 500,000 shares of
its Common Stock at a price of $2.50 per share and subordinated promissory notes
in the amount of $3,125,000.  Of the notes, Dr. Saal purchased $1,500,000 in the
form of non-convertible  notes (the "Saal  Non-convertible  Notes"). The Company
also issued three-year warrants to the investors as part of this financing.  The
warrants authorize the purchase of 490,000 shares of Common Stock at an exercise
price of $2.025 per share; Dr. Saal received  300,000 of these warrants.  All of
the  investors,  including  Dr.  Saal,  are  parties  to a  Registration  Rights
Agreement that grants certain  registration rights with respect to the shares of
Common  Stock  purchased in the  financing  and  issuable  upon  exercise of the
warrants.

         In February 1999,  pursuant to the Securities  Purchase  Agreement,  of
which Dr. Saal was an investor,  Dr. Saal exchanged and/or canceled the Saal 10%
Note,  all accrued  interest  and fees  associated  therewith,  certain  accrued
interest on the Saal  Non-convertible  Notes and all accrued director's fees, in
the amount of $1.235  million,  for 247 shares of the Company's  Series E Stock.
Also pursuant to such Securities Purchase Agreement,  Dr. Saal became a party to
a registration rights agreement that grants Dr. Saal certain registration rights
with respect to the shares of the Common Stock underlying his Series E Stock and
certain warrants received in such Securities Purchase Agreement.

                                    FORM 10-K

         The  Company  filed an  Annual  Report  on Form 10-K with the SEC on or
about October 13, 1999.  Stockholders may obtain a copy of this report,  without
charge,  by writing to Philip J.  Englund,  Senior  Vice  President  and General
Counsel of the Company,  at the Company's principal executive offices located at
15175 Innovation Drive, San Diego, California 92128-3401.


<PAGE>


                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) 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.


                                    IMAGING TECHNOLOGIES CORPORATION


October 28, 1999                    By:     /s/ Brian Bonar
                                         --------------------------------------
                                         Name:  Brian Bonar
                                         Title:  President and CEO