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

                                  FORM 10-K/A2

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

                     FOR THE FISCAL YEAR ENDED JUNE 30, 2002

                           COMMISSION FILE NO. 0-12641



                                                [GRAPHIC OMITED]



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

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

                               17075 Via Del Campo
                           San Diego, California 92127
                                 (858) 451-6120
    (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  X  No  [  ]

At  November  15,  2002  the  aggregate market value of the voting stock held by
non-affiliates  of  the  registrant was approximately $757,537 based on the last
trade  price  as reported on the NASD Electronic Bulletin Board. For purposes of
this  calculation,  shares  owned  by office rs, directors, and 10% shareholders
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  November  15,  2002, there were 92,838,396 shares of the registrant's Common
Stock,  $0.005  par  value,  issued  and  outstanding.

NOTE:  This  amendment  to  the  Registrant's  Form  10-K/A includes adjustments
related  to revenue recognition for its professional employer organization (PEO)
business segment. Accordingly, the document includes changes on its consolidated
statements  of operations, the applicable notes to the financial statements, and
management's  discussion  and  analysis  of  operations.

The effect of the reported changes is a reduction in PEO revenues and changes in
the allocation of costs. Operating and net loss for the Company are not affected
by  these  changes.

FORWARD-LOOKING  STATEMENTS

This  document contains some forward-looking statements that involve substantial
risks  and  uncertainties.  These  forward-looking  statements  can generally be
identified  by  the  use  of forward-looking words like "may," "will," "expect,"
"anticipate,"  "intend,"  "estimate,"  "continue,"  "believe"  or  other similar
words.  Similarly,  statements that describe our future expectations, objectives
and  goals  or  contain  projections  of  our  future  results  of operations or
financial  condition  are  also forward-looking statements.  Our future results,
performance  or  achievements  could  differ  materially from those expressed or
implied  in  these  forward-looking  statements  as a result of certain factors,
including  those listed under the heading "Risk Factors" and in other cautionary
statements  in  this  document.
<PAGE>

PART  II
========

ITEM  1.

RISKS  AND  UNCERTAINTIES
-------------------------

IF OUR FOREIGN ACCOUNTS RECEIVABLE ARE NOT COLLECTIBLE, A NEGATIVE IMPACT ON OUR
CONTINUED  OPERATIONS  AND  OVERALL  FINANCIAL  PERFORMANCE  COULD  RESULT.

We conduct business globally. Accordingly, our future results could be adversely
affected  by  a  variety  of  uncontrollable and changing factors including: (1)
foreign  currency  exchange  fluctuations; (2) regulatory, political or economic
conditions  in  a specific country or region; (3) the imposition of governmental
controls;  (4)  export  license  requirements; (5) restrictions on the export of
critical  technology;  (6)  trade  restrictions;  (7)  changes  in  tariffs; (8)
government  spending  patterns;  (9)  natural  disasters;  (10)  difficulties in
staffing  and  managing  international  operations;  and  (11)  difficulties  in
collecting  accounts  receivable.

In  addition,  the  laws  of  certain  countries do not protect our products and
intellectual  property  rights  to  the  same  extent  as the laws of the United
States.

We  intend  to  pursue  international  markets  as key avenues for growth and to
increase  the  percentage  of  sales  generated in international markets. In our
2002, 2001 and 2000 fiscal years, product, software, and licensing sales outside
the  United  States represented approximately 12%, 22%, and 4% of our net sales,
respectively.  We  expect product sales outside the United States to continue to
represent  a  significant  portion  of  our  sales. As we continue to expand our
international  sales  and  operations,  our  business  and  overall  financial
performance  may  be  adversely  affected  by  the  factors  stated  above.

ITEM  6.

SELECTED  FINANCIAL  DATA
-------------------------

     The  consolidated  statement  of  operations  data with respect to the five
years  ended  June  30,  2002, and the consolidated balance sheet data for those
five  years  at  June  30,  set  forth  below  are derived from the consolidated
financial  statements  of  the Company included in Item 8 below, which have been
audited  by  Boros  &  Farrington  APC,  independent accountants (except for the
period  ended  June  30,  2002, which have been audited by Stonefield Josephson,
Inc.).  The selected consolidated financial data set forth (in thousands, except
per  share data) should be read in conjunction with "Management's Discussion and
Analysis  of  Financial Condition and Results of Operations" contained in Item 7
below, and the Company's consolidated financial statements and the notes thereto
contained  in Item 8 below. Historical results are not necessarily indicative of
future  results  of  operations.

<TABLE>
<CAPTION>
<S>                                         <C>        <C>        <C>        <C>        <C>
STATEMENT OF OPERATIONS DATA:
------------------------------------------
In thousands (except per share data)
                                                2002       2001       2000       1999       1998
                                            ---------  ---------  ---------  ---------  ---------
NET REVENUES
     Sales of products . . . . . . . . . .  $  3,574   $  2,897   $  1,634   $ 16,417   $ 30,740
     Engineering Fees. . . . . . . . . . .         -          -          -          -      2,327
     License fees and royalties. . . . . .       580        555        788        730      1,350
     PEO services. . . . . . . . . . . . .     3,254          -          -          -          -
                                            ---------  ---------  ---------  ---------  ---------
     Net total revenues. . . . . . . . . .     7,408      3,452      2,422     17,147     34,417
                                            ---------  ---------  ---------  ---------  ---------

COSTS AND EXPENSES
     Cost of products sold . . . . . . . .     2,868      2,742      5,197     18,015     22,536
     Cost of licenses and royalties. . . .        99          -          -          -          -
     Cost of PEO services. . . . . . . . .     2,389          -          -          -          -
     Selling, general, and administrative.    12,442      8,720      7,780     13,707     10,269
     Research and development. . . . . . .         -        250      1,929      2,033      2,475
     Special charges . . . . . . . . . . .         -          -          -      5,181      8,941
                                            ---------  ---------  ---------  ---------  ---------
                                              17,778     11,712     14,906     38,936     44,221

INCOME (LOSS) FROM
  OPERATIONS . . . . . . . . . . . . . . .   (10,390)    (8,260)   (12,484)   (21,789)    (9,804)
                                            ---------  ---------  ---------  ---------  ---------

NET LOSS . . . . . . . . . . . . . . . . .  $(13,688)  $ (9,888)  $(14,198)  $(25,129)  $(10,163)
                                            =========  =========  =========  =========  =========

LOSS PER COMMON SHARE
     Basic . . . . . . . . . . . . . . . .  $  (1.12)  $  (1.51)  $  (4.05)  $ (37.60)  $ (18.00)
     Diluted . . . . . . . . . . . . . . .  $  (1.12)  $  (1.51)  $  (4.05)  $ (37.60)  $ (18.00)

BALANCE SHEET DATA:
------------------------------------------
In thousands
                                                2002       2001       2000       1999       1998
                                            ---------  ---------  ---------  ---------  ---------

     Cash and cash equivalents . . . . . .  $     43   $     35   $    291   $     75   $  3,023
     Working Capital . . . . . . . . . . .   (20,751)   (16,920)   (14,532)   (16,519)       315
     Total assets. . . . . . . . . . . . .     1,180      1,212      1,683      7,250     20,961
     Long-term obligations . . . . . . . .         -          -          -          -      1,828
     Preferred stock . . . . . . . . . . .       420        420        420      6,875        420
     Total shareholders' deficit . . . . .   (20,427)   (16,110)   (13,854)   (12,432)     4,604
</TABLE>

ITEM  7

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION
AND  RESULTS  OF  OPERATIONS

SIGNIFICANT  ACCOUNTING  POLICIES  AND  ESTIMATES

     We  believe  the  following accounting policies are critical and/or require
significant  judgments and estimates used in the preparation of our consolidated
financial  statements:

Revenue  and direct cost recognition - We account for our revenues in accordance
with  EITF  99-19. Our PEO segment revenues are derived from our gross billings,
which  are  based  on (i) the payroll cost of our worksite employees; and (ii) a
markup  computed  as  a  percentage  of the payroll cost. The gross billings are
invoiced  concurrently  with  each  periodic  payroll of our worksite employees.
Revenues  are  recognized  ratably over the payroll period as worksite employees
perform their service at the client worksite. Revenues that have been recognized
but  not  invoiced  are  included  in  unbilled  accounts  receivable  on  our
Consolidated  Balance  Sheets.

Previously,  we  included  both components of our gross PEO billings in revenues
(gross method) due primarily to the assumption of significant contractual rights
and  obligations associated with being an employer, including the obligation for
the  payment  of  the  payroll  costs  of  our worksite employees. We assume our
employer  obligations regardless of whether we collect our gross billings. After
discussions  with  the Securities and Exchange Commission staff, we have changed
our  presentation of revenues from the gross method to an approach that presents
our  revenues  net  of  worksite  employee  payroll costs (net method) primarily
because  we  are  not  generally  responsible for the output and quality of work
performed  by  the  worksite  employees.

In  determining  the  pricing  of the markup component of the gross billings, we
take  into  consideration  estimates  of  the costs directly associated with our
worksite  employees, including payroll taxes, benefits and workers' compensation
costs,  plus  an  acceptable  gross  profit  margin.  As a result, our operating
results  are  significantly  impacted  by  our  ability  to accurately estimate,
control  and  manage  our direct costs relative to the revenues derived from the
markup  component  of  our  gross  billings.

To conform to the net method, we reclassified worksite employee payroll costs by
reducing  PEO  service revenue and cost of PEO services by $17.8 million for the
year  ended  June 30, 2002. This reclassification had no effect on gross profit,
operating  loss,  or  net  loss  previously  reported.

Consistent  with our revenue recognition policy, our direct costs do not include
the payroll cost of our worksite employees. Our direct costs associated with our
PEO  revenue  generating  activities are comprised of all other costs related to
our  worksite  employees, such as the employer portion of payroll-related taxes,
employee  benefit  plan  premiums  and workers' compensation insurance premiums.

RESULTS  OF  OPERATIONS

NET  REVENUES

     Revenues  were  $7.4 million, $3.5 million, and $2.4 million for the fiscal
years  ended  June 30, 2002, 2001, and 2000, respectively. The increase in total
revenues  in  fiscal  2002 as compared with the prior years was due primarily to
revenues  associated  with  the  Company's  PEO  operations.

PEO  Services

     PEO  revenues  were  $3.3  million  for  the  year ended June 30, 2002. The
Company  entered  this  business  segment through acquisitions in November 2001.
Consequently,  there  were  no  reported  PEO  revenues  in  the  prior  year.

COST  OF  PRODUCTS  SOLD

PEO  Services

     Cost  of  PEO services were $2.4 million (73% of PEO revenues) for the year
ended  June  30,  2002.  The  Company began providing these services pursuant to
acquisitions  in  the current fiscal year. Accordingly, there are no comparative
results  for  the  prior  year  periods. (Also see "Risk Factors" related to the
Company's  PEO  business.)

SELLING,  GENERAL,  AND  ADMINISTRATIVE  EXPENSES

Selling, general and administrative expenses were $12.4 million or 168% of total
revenues,  $8.7  million  or 253% of total revenues, and $7.8 million or 321% of
total  revenues,  for  the  fiscal  years  ended  June 30, 2002, 2001, and 2000,
respectively.  Selling,  general and administrative expenses consisted primarily
of  salaries  and  commissions  of  sales  and marketing personnel, salaries and
related  costs  for  general corporate functions, including finance, accounting,
facilities,  advertising,  and other marketing related expenses. During the year
ended  June  30, 2002, we took a charge of $1.9 million related to the write off
of goodwill associated with our acquisition of EduAdvantage.com in December 2000
and  SourceOne  Group  in  November  2001.  The decrease in selling, general and
administrative  expenses  as a percentage of revenues in fiscal 2002 as compared
to  fiscal  2001 is due primarily to the additional revenues associated with the
Company's  PEO  business.  The  increase  in selling, general and administrative
expenses  over  the  past  three  years  was  due  primarily  to increased costs
associated  with  financing  the  Company,  larger  write-offs for bad debt, and
penalties associated with servicing the Company's debt. Expenses as a percentage
of  total  revenues  decreased due primarily to increased sales. The Company was
under  the management of the court-appointed operational receiver who controlled
the operations of the Company for nearly all of fiscal 2000. During this period,
the  Company  vastly  cut  its  overall  activities,  including  manufacturing,
engineering,  and  sales  and  marketing.

ITEM  8.

CONSOLIDATED  FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA

                IMAGING TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                        (in thousands, except share data)

<TABLE>
<CAPTION>
<S>                                                                                      <C>
                                                                                         FOR THE YEARS ENDED JUNE 30,
                                                                                                                  2002
                                                                                         ------------------------------
Revenues
     Sales of products. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $                       3,574
     Software sales, licenses and royalties . . . . . . . . . . . . . . . . . . . . . .                            580
     PEO services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                          3,254
                                                                                         ------------------------------
 Total revenue. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                          7,408
                                                                                         ------------------------------

Costs of revenues
     Cost of products sold. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                          2,868
     Cost of software sales, licenses and royalties . . . . . . . . . . . . . . . . . .                             99
     Cost of PEO services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                          2,389
                                                                                         ------------------------------
 Total cost of revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                          5,356
                                                                                         ------------------------------

Operating expenses
     Selling, general, and administrative . . . . . . . . . . . . . . . . . . . . . . .                         12,442
     Research and development . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                              -
                                                                                         ------------------------------
                                                                                                                12,442
                                                                                         ------------------------------

Loss from operations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                        (10,390)
                                                                                         ------------------------------

Other income (expense):
     Interest and finance costs, net. . . . . . . . . . . . . . . . . . . . . . . . . .                         (3,298)
     Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                              -
                                                                                         ------------------------------
                                                                                                                (3,298)
                                                                                         ------------------------------

Loss before provision for income taxes. . . . . . . . . . . . . . . . . . . . . . . . .                        (13,688)

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

Net loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                        (13,688)
Preferred stock dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                            (21)
                                                                                         ------------------------------
Net loss attributed to common shareholders. . . . . . . . . . . . . . . . . . . . . . .  $                     (13,709)
                                                                                         ==============================

Loss per common shares
     Basic and diluted. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $                       (1.12)
                                                                                         ==============================

Weighted average common shares -
     Basic and diluted. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                         12,201
                                                                                         ==============================

The accompanying notes are an integral part of these consolidated financial statements.


<S>                                                                                      <C>              <C>

                                                                                                   2001             2000
                                                                                         ---------------  ---------------
Revenues
     Sales of products. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $        2,897   $        1,634
     Software sales, licenses and royalties . . . . . . . . . . . . . . . . . . . . . .             555              788
     PEO services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               -                -
                                                                                         ---------------  ---------------
 Total revenue. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           3,452            2,422
                                                                                         ---------------  ---------------

Costs of revenues
     Cost of products sold. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           2,742            5,197
     Cost of software sales, licenses and royalties . . . . . . . . . . . . . . . . . .               -                -
     Cost of PEO services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               -                -
                                                                                         ---------------  ---------------
 Total cost of revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           2,742            5,197
                                                                                         ---------------  ---------------

Operating expenses
     Selling, general, and administrative . . . . . . . . . . . . . . . . . . . . . . .           8,720            7,780
     Research and development . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             250            1,929
                                                                                         ---------------  ---------------
                                                                                                  8,970            9,709
                                                                                         ---------------  ---------------

Loss from operations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          (8,260)         (12,484)
                                                                                         ---------------  ---------------

Other income (expense):
     Interest and finance costs, net. . . . . . . . . . . . . . . . . . . . . . . . . .          (1,628)          (1,853)
     Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               -              139
                                                                                         ---------------  ---------------
                                                                                                 (1,628)          (1,714)
                                                                                         ---------------  ---------------

Loss before provision for income taxes. . . . . . . . . . . . . . . . . . . . . . . . .          (9,888)         (14,198)

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

Net loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          (9,888)         (14,198)
Preferred stock dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             (21)             (21)
                                                                                         ---------------  ---------------
Net loss attributed to common shareholders. . . . . . . . . . . . . . . . . . . . . . .  $       (9,909)  $      (14,219)
                                                                                         ===============  ===============

Loss per common shares
     Basic and diluted. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $        (1.51)  $        (4.05)
                                                                                         ===============  ===============

Weighted average common shares -
     Basic and diluted. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           6,574            3,513
                                                                                         ===============  ===============

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

                IMAGING TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE YEARS ENDED JUNE 30, 2002, 2001, AND 2000

NOTE  1          SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

Revenue  Recognition
--------------------

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, we reclassified worksite
employee  payroll costs by reducing PEO service revenue and cost of PEO services
by  $17.8 million for the year ended June 30, 2002. This reclassification had no
effect  on  gross  profit,  operating  loss,  or  net  loss previously reported.


NOTE  6          ACQUISITIONS/INTANGIBLE  ASSETS

The  following  table  presents  the  unaudited pro forma condensed statement of
operations  for  the years ended June 30, 2002 and 2001 and reflects the results
of  operations  of  the  Company  as  if  the  acquisition of SourceOne had been
effective  February  1,  2001 (the inception date of SourceOne).   The pro forma
amounts are not necessarily indicative of the combined results of operations had
the acquisition been effective as of that date, or of the anticipated results of
operations,  due to cost reductions and operating efficiencies that are expected
as  a  result  of  the  acquisition.

<TABLE>
<CAPTION>
<S>                                             <C>           <C>

                                                        2002         2001
                                                ------------  -----------
  (unaudited). . . . . . . . . . . . . . . . .   (unaudited)
Revenues . . . . . . . . . . . . . . . . . . .  $  9,462,000  $ 6,050,000
Cost of revenues . . . . . . . . . . . . . . .     7,149,000    4,983,000
Selling, general, and administrative expenses.    12,830,000    9,206,000
Net loss . . . . . . . . . . . . . . . . . . .    13,819,000   10,052,000
Basic loss per share . . . . . . . . . . . . .          1.12         1.48
</TABLE>

NOTE  10     SEGMENT  AND  GEOGRAPHIC  INFORMATION

During  fiscal  2002,  the Company managed and internally reported the Company's
business  as  four  (4) reportable segments as follows: (1) imaging products and
accessories; (2) imaging software; (3) e-commerce; and (4) professional employer
organization

During  fiscal  2001  the  Company  only  had  three  reported segments since it
acquired  the  PEO  business during fiscal 2002 and during fiscal 2000 it is not
practicable  to  discern  revenues  and  operating results by segment due to the
prior  organizational  structure  and  accounting  systems.

Segment  information  for  the  fiscal  year ended June 30, 2002 and 2001 was as
follows:

<TABLE>
<CAPTION>
<S>                                <C>         <C>            <C>           <C>         <C>
                                   IMAGING
                                   PEO         PRODUCTS &     IMAGING       E-
FISCAL YEAR ENDED JUNE 30,. . . .  BUSINESS    ACCESSORIES    SOFTWARE      COMMERCE    TOTAL
                                         2002
                                   ----------
Selected statement of operations
  activity:
    Revenues. . . . . . . . . . .  $3,254,000  $  3,574,000   $   580,000   $       -   $  7,408,000
    Cost of revenues. . . . . . .   2,389,000     2,868,000        99,000           -      5,356,000
    Operating income (loss) . . .     194,000    (9,114,000)   (1,470,000)          -    (10,390,000)

Segment assets. . . . . . . . . .  $  493,000  $    591,000   $    96,000   $       -   $  1,180,000

                                         2001
                                   ----------
    Revenues. . . . . . . . . . .  $        -  $  1,973,000   $   559,000   $ 920,000   $  3,452,000
    Operating income (loss) . . .           -    (8,341,000)      387,000    (306,000)    (8,260,000)
</TABLE>

Additional  information  regarding revenue by products and service groups is not
presented  for  the  fiscal  year  ended  June  30, 2001 because it is currently
impracticable  to  do  so  due  to  various  reorganizations  of  the  Company's
accounting  systems.  A  comprehensive  accounting system was implemented during
fiscal  2002  that enables the Company to report such information in the future.

As  of  and  during  the  years  ended June 30, 2002, 2001, and 2000 no customer
accounted  for  more  than  10%  of  consolidated  accounts  receivable or total
consolidated  revenues.

Net  sales  from  principal  geographic  areas  were  as  follows:

<TABLE>
<CAPTION>
<S>                 <C>            <C>           <C>
                             2002          2001          2000
                    -------------  ------------  ------------
Europe . . . . . .  $     299,000  $     82,000  $     28,000
Asia . . . . . . .        328,000       633,000        23,000
Others . . . . . .        295,000        34,000        41,000
                    -------------  ------------  ------------
Total export sales        922,000       749,000        92,000
Domestic sales . .      6,486,000     2,703,000     2,330,000
                    -------------  ------------  ------------
 Total sales . . .  $   7,408,000  $  3,452,000  $  2,422,000
                    =============  ============  ============
</TABLE>

NOTE  14     REVENUE  RECOGNITION  -  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, we reclassified worksite
employee  payroll costs by reducing PEO service revenue and cost of PEO services
by  $17.8 million for the year ended June 30, 2002. This reclassification had no
effect  on  gross  profit,  operating  loss,  or  net  loss previously reported.

<PAGE>
PART  IV
========

ITEM  14.

EXHIBITS

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

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

<PAGE>

SIGNATURES

Pursuant  to  the  requirements  of  the  Securities  Exchange  Act of 1934, the
Registrant  has  duly  caused  this  amended Annual Report on Form 10-K/A2 to be
signed  on  its  behalf  by  the  undersigned,  thereunto  duly  authorized.

Date:     July  1,  2003

IMAGING  TECHNOLOGIES  CORPORATION

By:/s/  BRIAN  BONAR
   -----------------
Brian  Bonar
Chief  Executive  Officer

                                POWER OF ATTORNEY

KNOW  ALL  PERSONS  BY  THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints, Brian Bonar as his attorney-in-fact, each
with  full  power  of substitution and resubstitution, for him or her in any and
all  capacities, to sign any and all amendments to this amended Annual Report on
Form  10-K/A2  (including post-effective amendments), and to file the same, with
exhibits  thereto  and  other  documents  in  connection  therewith,  with  the
Securities  and  Exchange  Commission,  granting unto said attorney-in-fact full
power and authority to do and perform each and every act and thing requisite and
necessary  to  be  done  in  connection  therewith  as  fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming that
said  attorney-in-fact,  or  his  substitute  or substitutes, may lawfully do or
cause  to  be  done  by  virtue  hereof.

Pursuant  to  the  requirements  of  the  Securities  Exchange Act of 1934, this
amended  Annual  Report  on  Form 10-K/A2 has been signed below by the following
persons  in  the  capacities  and  on  the  dates  indicated.

<TABLE>
<CAPTION>
<S>                        <C>                                     <C>

SIGNATURE . . . . . . . .  TITLE                                   DATE
-------------------------  --------------------------------------  ------------

/s/ Brian Bonar
-------------------------
Brian Bonar . . . . . . .  Chairman of the Board of Directors and  June 9, 2003
  Chief Executive Officer
/s/ Robert A. Dietrich
-------------------------
Robert A. Dietrich. . . .  June 9, 2003
  Director
/s/ Eric W. Gaer
-------------------------
Eric W. Gaer. . . . . . .  June 9, 2003
  Director
/s/ Stephen J. Fryer
-------------------------
Stephen J. Fryer. . . . .  June 9, 2003
  Director
/s/ Richard H. Green. . .  June 9, 2003
-------------------------
Richard H. Green. . . . .  Director
</TABLE>