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

                                    FORM 10-K

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

                     FOR THE FISCAL YEAR ENDED JUNE 30, 2003

                           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  [  ]

Indicate  by check mark whether the registrant is an accelerated filer. Yes [  ]
No  X

At  November  10,  2003  the  aggregate market value of the voting stock held by
non-affiliates  of the registrant was approximately $5,241,517 based on the last
trade  price  as reported on the NASD Electronic Bulletin Board. For purposes of
this  calculation,  shares  owned  by  officers, 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  10, 2003, there were 291,195,402 shares of the registrant's Common
Stock,  $0.005  par  value,  issued  and  outstanding.

                      Documents incorporated by reference:
                                      None

<PAGE>
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.

PART  I
=======

ITEM  1.  BUSINESS
------------------

     Imaging  Technologies  Corporation  (OTCBB  symbol:  IMTO)  ("ITEC"  or the
"Company")  was  incorporated  in  March  1982  under  the  laws of the State of
California,  and  reincorporated  in  May  1983  under  the laws of the State of
Delaware. The Company's principal executive offices are located at 17075 via Del
Campo,  San  Diego, CA 92127. The Company's main phone number is (858) 451-6120.

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

     ITEC  provides  financial  services  principally  through  its wholly-owned
SourceOne  Group,  Inc.  ("SOG")  subsidiary,  which  includes several operating
units,  including  ProSportsHR  ,  MedicalHR  ,  and, CallCenterHR  (established
subsequent  to  June  30,  2003). These units provide a broad range of financial
services,  including:  benefits  and payroll administration, health and workers'
compensation  insurance  programs,  personnel  records  management,  employer
liability management, and (in the case of MedicalHR and CallCenterHR), temporary
staffing  services,  to  small  and  medium-sized  businesses.

     In  January  2003,  we  completed the acquisition of a controlling interest
approximating  88%  of the shares of Greenland Corporation. Greenland shares are
traded on the NASD Electronic Bulletin Board under the symbol GRLC. Greenland is
a  financial  services company, whose wholly-owned ExpertHR  subsidiary provides
the  same  services  as  SOG.  Greenland's  wholly-owned  Check  Central,  Inc.
subsidiary  is  an  information  technology company that has developed the Check
Central  Solutions'  transaction  processing system software and related MAXcash
Automated  Banking  Machine  (ABM  kiosk  designed to provide self-service check
cashing and ATM-banking functionality). At present, there is no activity in this
subsidiary;  and  management  is  evaluating  its  future.

     In  January  2003,  we  completed the acquisition of a controlling interest
(approximately  85%)  in  the  shares  of Quik Pix, Inc. ("QPI"). QPI shares are
traded  on the National Quotation Bureau Pink Sheets  under the symbol QPIX. QPI
is  a  visual  marketing  support  firm located in Buena Park, California. QPI's
major  source of revenues is in developing and mounting photographic and digital
images  for  use  in  display  advertising  for tradeshows and customer building
interiors.  QPI also has a proprietary product PhotoMotion , which is a patented
color  medium of multi-image transparencies. The process uses existing originals
to create the illusion of movement, and allows for three to five distinct images
to  be  displayed  with  an  existing  lightbox.

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

MARKET  OVERVIEW  -  FINANCIAL  SERVICES
----------------------------------------

     Our  entry  into  the  financial  services  business, in November 2001, was
through  the  acquisition of professional employer organizations ("PEO"). We are
expanding  the  services  we  provide  beyond PEO services, which will include a
variety  of  products  and  services  to  employers  and employees, and expanded
employee  benefit  programs  such as payroll advances, life insurance, automated
payroll  credit  cards,  and  branded  healthcare  plans.

     The  PEO  industry  emerged  in the early 1980's largely in response to the
burdens  placed  on  small  and  medium-sized employers by the complex legal and
regulatory  issues  related to human resources management. While various service
providers  were  available  to assist these businesses with specific tasks, PEOs
emerged  as  providers of a more comprehensive range of services relating to the
employer/employee  relationship.  In  a  PEO  arrangement, the PEO assumes broad
aspects  of  the  employer/employee  relationship.  Because  PEOs  provide
employee-related  services  to  a  large  number  of employees, they can achieve
economies  of scale that allow them to perform employment-related functions more
efficiently,  provide  a  greater  variety  of employee benefits and devote more
attention  to  human  resources  management.

     We  believe  that the demand for our services is driven by (1) the trend by
small and medium-sized businesses toward outsourcing management tasks outside of
core  competencies;  (2) the difficulty of providing competitive health care and
related  benefits  to  attract and retain employees; (3) the increasing costs of
health  and  workers'  compensation  insurance  coverage  and  workplace  safety
programs;  and  (4)  complex  regulation  of labor and employment issues and the
related  costs  of  compliance.

     Growing pressure from federal agencies such as the Department of Labor, the
Immigration  and  Naturalization  Service,  and the Equal Employment Opportunity
Commission,  and  the  burdens  of  employment-related compliance such as COBRA,
OSHA,  workers'  compensation,  unemployment compensation, wrongful termination,
ADA  ("Americans  with  Disabilities  Act"), and FMLA ("Family and Medical Leave
Act")  demand  increasing  levels  of  resources  from  small  businesses.

     According  to  the  National  Association  of  Professional  Employer
Organizations  ("NAPEO"),  the  PEO industry collectively serves approximately 4
million  work site employees in the United States. The target market for the PEO
industry  is  represented  by companies with 100 or fewer employees; a market of
approximately  60  million  people.

     The most recent research from NAPEO reports that the average annual cost of
regulation,  paperwork,  and  tax  compliance  for  firms  with  fewer  than 500
employees  is approximately $5000 per employee. The average small business owner
spends  between 7% and 25% of his time handling employee-related administration.

     NAPEO  also  reports  that  current  PEO  industry  gross  revenues  are
approximately  $43  billion, representing approximately 2.5 million employees in
every  state  in  the U.S. The average annual growth rate of the industry, since
1985,  has been 25%. A typical PEO client company has 15 work site employees and
an  average  annual  pay per work site employee of $23,258. Presently, there are
approximately  800  PEO  companies  operating  in  the  U.S.

     According  to  the U.S. Small Business Administration ("SBA"), the U.S. has
over  6  million  small businesses, defined as those companies with 100 or fewer
employees,  representing  over  99%  of  all  businesses. The U.S. Census Bureau
reports  that  small  businesses  represent  the fastest growing segment of U.S.
employment  and  commerce,  representing  an  estimated  annual  payroll of $1.4
trillion.

MARKET  OVERVIEW  -  IMAGING  PRODUCTS
--------------------------------------

     ColorBlind  software is a suite of software applications, which allow users
to  build color profiles of images in order to insure accurate output on digital
devices  such  as  printers,  plotters,  scanners,  monitors,  and  cameras.

     According  to  various market research companies such as International Data
Corporation  ("IDC")  and  The  Gartner  Group  ("Gartner"),  the  worldwide
document/imaging  market  is  expected  to  grow  to  over $200 billion by 2003.
In-house color document production is expected to grow at a compound annual rate
of  40% over the next few years. Various underlying industries may have a direct
impact on our market potential. For example, according to Gartner, approximately
13  million  of the 103 million households in the United States currently have a
digital  camera.  Worldwide  digital  camera  shipments are forecast to increase
dramatically  to  approximately 42 million by 2004, according to IDC. The market
growth and acceptance of the digital camera and the improved resolution of these
cameras  have  created  larger  demand  for  color management and accurate color
printing.

     Changes in the technology of document creation, management, production, and
transmittal  (including  the  Internet)  have  been changing the dynamics of the
imaging  market.  The  greater  bandwidth  now  available  to even small desktop
computers  has  facilitated the movement of color images, which has resulting in
increased  demand  for  cross  platform  color  reproduction.

     The  direct-to-plate  and  direct-to-print  trends in the printing industry
have  created  more  demand  for  digital  color  proofing.

     Accordingly,  color integrity is an important underlying requirement in the
imaging process. The widespread use of color applications at the desktop, demand
for higher quality color reproduction, expanded use of the Internet for document
dissemination  and  e-commerce,  growth  of  office  networks, and the increased
acceptance and use of digital photography are some of the factors that influence
our  markets.

     Photomotion,  a  QPI  technology, is a patented process for adding multiple
images  to backlit static displays that appear to change as the viewer passes by
the  image.  The  Photomotion  process  uses  existing original art to create an
illusion  of  movement;  and allows for separate and distinct image displays. It
allows  for  three  to  five  distinct images to be displayed within an existing
light  box. Images appear to change or "morph" as the viewer passes the display.

     QPI  offers  a  spectrum  of  services  allowing  a client to produce color
visuals  (digital  and  photographic)  according to parameters as specified by a
client.  We  also  offer a full range of color laboratory reproduction services.

     The  market  for  Photomotion  and color reproduction services is vast. The
products  are  especially  useful  in point-of-purchase displays, indoor display
advertising,  and  trade show exhibits and displays. To date, marketing has been
limited  to  targeted  customers  such  as  beverage  companies, casinos, sports
arenas,  and  other  specialty  clients.

BUSINESS  STRATEGY
------------------

FINANCIAL  AND  PEO  SERVICES

     The  PEO  business provides a broad range of services associated with human
resources  management. These include benefits and payroll administration, health
and  workers'  compensation  insurance  programs,  personnel records management,
employer  liability  management,  employee recruiting and selection, performance
management,  and  training  and  development  services.

     Administrative  Functions.  We  perform  a  wide  variety of processing and
record  keeping  tasks,  mostly related to payroll administration and government
compliance.  Specific examples include payroll processing, payroll tax deposits,
quarterly  payroll tax reporting, employee file maintenance, unemployment claims
processing  and  workers'  compensation  claims  reporting.

     Benefit  Plans  Administration.  We  sponsor  benefit plans including group
health  coverage.  We are responsible for the costs and premiums associated with
these  plans,  act as plan sponsor and administrator of the plans, negotiate the
terms  and  costs of the plans, maintain the plans in accordance with applicable
federal  and  state  regulations,  and serve as liaison for the delivery of such
benefits  to  worksite  employees.

     Personnel  Management.  We  provide  a  variety  of  personnel  management
services,  which provide our client companies access to resources normally found
in  the  human  resources  departments of larger companies. Our client companies
will  have  access  to  a  personnel  guide,  which  will set forth a systematic
approach to administering personnel policies and practices and can be customized
to  fit  a  client  company's  particular  work  culture/environment.

     Employer Liability Management. Under our Client Services Agreement ("CSA"),
we  assume  many  employment-related  responsibilities  associated  with
administrative  functions and benefit plans administration. Upon request, we can
also  provide  our  clients  guidance  on avoiding liability for discrimination,
sexual  harassment,  and civil rights violations. We employ counsel specializing
in  employment  law.

     Client Service Agreement. All clients enter into our CSA, which establishes
our  service  fee.  The  CSA  is  subject to periodic adjustments to account for
changes  in the composition of the client's workforce and statutory changes that
affect  our  costs.  The  CSA  also establishes the division of responsibilities
between  our Company and the client as co-employers. Pursuant to the CSA, we are
responsible  for  personnel  administration  and  are  liable  for  certain
employment-related  government  regulation. In addition, we assume liability for
payment  of  salaries, wages (including payroll taxes), and employee benefits of
worksite  employees.  The  client  retains  the  employees' services and remains
liable  for  the  purposes  of  certain  government  regulations.

     Our  PEO business represents a distribution channel for certain value-added
services,  including  a  wide  variety of employer and employee benefit programs
such  as  401(k)  plans,  Section  125  cafeteria  plans,  legal  services,  tax
consulting,  payroll advances, and other insurance programs. Our intention is to
expand  our  business  through  offering  a  variety  of  financial  services
Additionally, we operate two new business units, launched subsequent to June 30,
2003, (MedicalHR and CallCenterHR) to provide temporary staff to the medical and
call  center  industries.

     The  PEO  business  is  growing  rapidly,  but  profit  margins  are small.
Consequently, profitability depends on (1) economies of scale leading to greater
operating  efficiencies;  and  (2)  value-added  services  such  as  training,
education,  Internet  support,  and other services that may be used by employers
and  employees.

     The  income  model for this business generally revolves around fees charged
per  employee.  While  gross  profit  is  low,  gross  revenues  are  generally
substantial.  To  this  end, the Company intends to pursue acquisitions of small
PEO  firms.  Each  acquisition is expected to include retention of some existing
management  and  staff  in  order  to  assure  continuity  of  operations.

     We  evaluate  our  PEO business as one segment even though our PEO products
are  offered  under  various  brand  names.

COLOR  MANAGEMENT  SOFTWARE

     Accurate  color reproduction is one of the largest single challenges facing
the imaging industry. Customers demand systems that are easy to use, predictable
and  consistent.  A color management system is needed so users can convert files
for  use  with different devices. The varying characteristics of each device are
captured  in  a  device  profile. The International Color Consortium ("ICC") has
established  a  standard  for  the  format  for  these  profiles.

     Our  ColorBlind  color  management  software  is  a  pre-packaged  suite of
applications,  utilities,  and  tools  that  allow users to precisely create ICC
profiles  for  each  device  in the color workflow including scanners, monitors,
digital  cameras, printers, and other specialized digital color input and output
devices.  Once profiled, ColorBlind balances these profiles to produce accurate,
consistent,  and  reliable  color  rendering  from  input  to output. ColorBlind
software is sold as a stand-alone application or licensed to OEM's for resale to
be  bundled  with  peripheral  devices.

     We  operate  an  internet  site, color.com, as a resource center to provide
information  on the highest quality correct color. This site allows consumers to
purchase  our  products,  including  ColorBlind  software;  and  serves  as  an
information  resource for color imaging, including white papers on color imaging
and  management,  links  to  color  consultants  and  experts,  and  products.

     ColorBlind  Academy  provides  advanced  color  management  training  for
resellers  of  color imaging products, including printers, copiers, monitors and
other  imaging  products.

QPI  -  PHOTOMOTION

     QPI's Photomotion Images  are based upon patented technology. The resulting
product  is  a  unique color medium that uses existing original images to create
the  illusion  of  movement or multiple static displays that allow three to five
distinct  images  to be displayed in an existing light box. The images appear to
change, or "morph," as a viewer passes the display. This ability to put multiple
images  in  a  single space, without the need for mechanical devices, allows for
the  creation  of  an  active and entertaining display. The product is currently
marketed  in  the  U.S.,  Europe,  Asia  and  Latin  America.

     Visual  marketing,  including  out-of-home  media,  is a large and growing,
multi-billion  dollar  worldwide  industry. An industry survey suggests that the
field of visual marketing will increase at a rate of 50% annual for the next ten
years.  Out-of-home  media  plays a critical role in the media plans of national
and  international  advertisers.

GREENLAND  CORPORATION

     The  acquisition  of  a  controlling  interest in Greenland Corporation has
contributed to our PEO business through the establishment of ExpertHR, Inc. as a
wholly-owned  subsidiary of Greenland. Expert HR operations mirror those of SOG.
Greenland's  ExpertHR-Oklahoma,  Inc.  subsidiary  is  also  a  PEO  company.

     Greenland's wholly owned subsidiary, Check Central, is the developer of the
Check  Central  Solutions'  transaction  processing  system software and related
MAXcash  Automated  Banking  Machine  (ABM  )  kiosk  designed  to  provide
self-service  check  cashing  and  ATM-banking functionality. The MAXcash system
provides  full ATM functionality, phone card, and money order dispensing and, in
the  near  future,  will  offer  bill  paying,  and  wire  transfer  services.

     The  payroll  check-cashing  industry  continues  to  expand,  serving  a
population  that  now  numbers  35%  of  working  Americans.

     We are evaluating the future of this business unit, which has been inactive
for  the  past  year,  with  the  objective  of developing a plan to provide the
advantages  of  the  MAXcash  ABM  to  our  clients  and  other  PEO  companies.

COMPETITION
-----------

     The  markets  for  our  products  and  services  are highly competitive and
rapidly  changing.  Our ability to compete in our markets depends on a number of
factors,  including the success and timing of product and services introductions
by  us and our competitors, selling prices, performance, distribution, marketing
ability,  and  customer  support.  A  key  element of our strategy is to provide
competitively-priced,  quality  products  and  services.

     The  PEO  business is also highly competitive, with approximately 800 firms
operating in the U.S. There are several firms that operate on a nationwide basis
with  revenues and resources far greater than ours. Some large PEO companies are
owned  by insurance carriers and some are public companies whose shares trade on
Nasdaq,  including  Administaff,  Inc.,  Team  Staff,  Inc.,  Barrett  Business
Services,  and  Staff  Leasing,  Inc.  Also  see  "Risks  and  Uncertainties."

OPERATIONS
----------

     ITEC's  6,000  square  foot  corporate  headquarters facility in San Diego,
California  houses  most  of  our  administrative operations. PEO operations are
conducted  from  the  Company's headquarters offices and small branch offices in
Troy,  Michigan;  Tulsa,  Oklahoma;  and  Tustin,  California.  Additional sales
offices  are  maintained  in  Richmond, Virginia; Miami, Florida; and Covington,
Louisiana.

MANUFACTURING,  PRODUCTION,  AND  SOURCES  OF  SUPPLY
-----------------------------------------------------

     ITEC  has traditionally outsourced nearly all of its manufacturing. In June
2001,  we  suspended manufacturing of ITEC-branded products. We will continue to
manufacture our software products in-house and through selected outside vendors.
Also  see  "Risks  and  Uncertainties."

RESEARCH  AND  DEVELOPMENT
--------------------------

     Some  of  our  products  are  characterized by rapidly evolving technology,
frequent  new  product  introductions,  and  significant  price  competition.
Accordingly,  we  monitor  new  technology  developments  and  coordinate  with
suppliers,  distributors  and  dealers to enhance existing products and to lower
costs.  Advances  in technology require ongoing investment. We have entered into
no formal projects in research and development for several years; however, we do
make  modifications to existing products on an as-needed basis to maintain their
currency.  Also  see  "Risks  and  Uncertainties."

INTELLECTUAL  PROPERTY
----------------------

     ITEC's  software  products  are  copyrighted. However, copyright protection
does  not  prevent  other  companies  from  emulating  the features and benefits
provided  by  our software. We protect our software source code as trade secrets
and  make  our  proprietary  source  code  available to OEM customers only under
limited circumstances and specific security and confidentiality constraints. QPI
holds  the  patent  for  Photomotion.  Technology  products  exist  in a rapidly
changing  business  environment.  Consequently,  we believe the effectiveness of
patents,  trade  secrets,  and  copyright  protection  is  less  important  in
influencing  long  term  success  than  the  experience of our employees and our
contractual  relationships.

     We  have  obtained  U.S.  registration  for  several  of our trade names or
trademarks,  including  ColorBlind,  Photomotion,  ExpertHR,  MedicalHR,
CallCenterHR,  and  ProSportsHR.  These  trade names are used to distinguish our
products  and  services  in  the  markets  we  serve.

       If we fail to establish that we have not violated the asserted rights, we
could  be  prohibited from marketing the associated product and/or services, and
we  could  be  liable  for  damages.  We  rely on a combination of trade secret,
copyright and trademark protection, and non-disclosure agreements to protect our
proprietary  rights.  Also  see  "Risks  and  Uncertainties."

PERSONNEL
---------

ITEC  (including  our subsidiaries) employed a total of 68 individuals worldwide
as  of  June  30,  2003.  Of  this number, 54 were involved in sales, marketing,
corporate  administration  and finance, and 14 were in engineering, research and
development,  and technical support. There is no union representation for any of
ITEC's  employees.

GOING  CONCERN  CONSIDERATIONS
------------------------------

     At June 30, 2003, and for the fiscal year then ended, we had a net loss and
negative  working  capital,  which  raise substantial doubt about our ability to
continue  as  a  going  concern.  Our  losses  have  resulted  primarily from an
inability to achieve sales targets due to insufficient working capital and entry
into  new  business  segments. Our ability to continue operations will depend on
positive cash flow from future operations and on our ability to raise additional
funds through equity or debt financing. We have reduced and/or discontinued some
of  our  operations  and, if we are unable to raise or obtain needed funding, we
may  be  forced  to  discontinue  operations.

     For  the  year  ended June 30, 2003, our net loss was $6.9 million. At June
30,  2003 our negative working capital was $28.4 million. Specific steps that we
have  taken  to address these problems include obtaining working capital through
the  issuance  and  sale  of  convertible  debentures,  the  relocation  of  our
facilities to reduce rent payments, and growing our financial services business.

     Furthermore,  we plan 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. We have been able to reduce our costs by reducing
our  number  of employees and suspending unprofitable operations associated with
the  computer printer business. We commenced a program to reduce our debt, which
we  will address more aggressively in our current fiscal year, partially through
debt-to-equity  conversions.  Finally,  we continue to pursue the acquisition of
business  units  that will be consistent with these measures. We anticipate that
all  of  these initiatives will be carried out throughout the fiscal year ending
June  30,  2004.

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

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

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

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

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

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

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

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

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

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

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

     We  currently  hold  only  one  patent  through  our QPI subsidiary for its
Photomotion  product.  Our software products are copyrighted. However, copyright
protection  does  not  prevent  other  companies from emulating the features and
benefits  provided by our software. We protect our software source code as trade
secrets  and  make  our  proprietary source code available to OEM customers only
under  limited  circumstances  and  specific  security  and  confidentiality
constraints.

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

     Our  products are marketed and sold through a distribution channel of value
added  resellers,  manufacturers'  representatives,  retail vendors, and systems
integrators.  We  have a small network of dealers and distributors in the United
States  and  internationally.  We support our worldwide distribution network and
end-user  customers  through  operations  headquartered  in  San  Diego.

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

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

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

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

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

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

     While  many  states  do  not  explicitly regulate PEOs, over 20 states have
passed  laws  that  have  licensing  or  registration requirements for PEOs, and
several  other states are considering such regulation. Such laws vary from state
to state, but generally provide for monitoring the fiscal responsibility of PEOs
and,  in  some  cases,  codify  and  clarify  the co-employment relationship for
unemployment,  workers'  compensation, and other purposes under state law. There
can  be  no  assurance that we will be able to satisfy licensing requirements of
other  applicable  relations  for  all  states.  Additionally,  there  can be no
assurance  that  we  will  be  able  to  renew  our  licenses  in  all  states.

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

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

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

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

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

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

IF THE SUPERIOR SECURITY INTEREST HELD BY IMPERIAL BANK IS REMOVED AND IF ALL OF
THE  LAWSUITS  CURRENTLY  FILED WERE DECIDED AGAINST US AND/OR ALL THE JUDGMENTS
CURRENTLY OBTAINED AGAINST US WERE TO BE IMMEDIATELY COLLECTED, WE WOULD HAVE TO
CEASE  OUR  OPERATIONS.

     Throughout fiscal 2001, 2002 and 2003, and through the date of this filing,
approximately  fifty  trade  creditors  have  made  claims  and/or filed actions
alleging  the  failure  of  us  to pay our obligations to them in a total amount
exceeding  $3  million.  These actions are in various stages of litigation, with
many  resulting in judgments being entered against us. Several of those who have
obtained  judgments  have filed judgment liens on our assets. These claims range
in  value  from less than one thousand dollars to just over one million dollars,
with  the  great majority being less than twenty thousand dollars.  Should we be
required  to  pay the full amount demanded in each of these claims and lawsuits,
we  may  have  to cease our operations.  However, to date, the superior security
interest held by Imperial Bank has prevented nearly all of these trade creditors
from  collecting  on  their  judgments.

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

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

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

     On  August  20,  1999, at the request of Imperial Bank, our primary lender,
the Superior Court, San Diego appointed an operational receiver to us. On August
23, 1999, the operational receiver took control of our day-to-day operations. On
June  21,  2000,  the  Superior  Court, San Diego issued an order dismissing the
operational  receiver as a part of a settlement of litigation with Imperial Bank
pursuant  to  the  Settlement  Agreement  effective  as  of  June 20, 2000.  The
Settlement  Agreement  requires  that  we  make  monthly payments of $150,000 to
Imperial  Bank  until  the indebtedness is paid in full. This agreement does not
require us to pay any interest unless we default on the settlement agreement and
fail  to  cure the default.  Regardless, we have continued to accrue interest on
this  debt until it has been paid and there is no possibility that such interest
will become due and payable.  However, in the future, without additional funding
sufficient  to  satisfy  Imperial  Bank  and  our  other  creditors,  as well as
providing  for  our  working  capital,  there  can  be  no  assurances  that  an
operational  receiver  may  not  be  reinstated.  If  an operational receiver is
reinstated, we will not be able to expand our products nor will we have complete
control  over  sales  policies  or  the  allocation  of  funds.

     The  penalty  for noncompliance of the Settlement Agreement is a stipulated
judgment  that  allows  Imperial  Bank  to immediately reinstate the operational
receiver  and  begin liquidation proceedings against us. Our current arrangement
with  Imperial  Bank  reduces  are  monthly  payments  to  $50,000.

THE  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.

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

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

ITEM  2.  PROPERTIES
--------------------

     ITEC  owns  no  real  property. We lease approximately 6,000 square feet of
space in a facility located at 17075 Via Del Campo, San Diego, California 92127,
at  a  monthly  lease rate of $6,500. This facility houses corporate management,
marketing,  sales,  engineering,  and  support  offices.  The  lease  expires in
September  2005.  However,  ownership of this facility has changed and we are in
discussions  with  the  new owner terms upon which we may move to new facilities
prior  to  the  end  of  the  lease.

     We  also  have  month-to-month  leases  on  small  branch  offices in Troy,
Michigan,  Tustin,  California, and San Diego, CaliforniaWe have additional one
year  leases  in Miami, Florida and Phoenix, Arizona, each with two year renewal
options.

ITEM  3.  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  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS
---------------------------------------------------------------------

None.

<PAGE>
PART  II
========

ITEM  5.  MARKET  FOR  REGISTRANT'S  COMMON  EQUITY
---------------------------------------------------
                AND  RELATED  SHAREHOLDER  MATTERS
                ----------------------------------

     Our  common  stock  is traded in the over-the-counter market, and quoted on
the  NASD  Electronic  Bulletin  Board  under  the  symbol:  "IMTO".

     The  following  table  sets  forth  the high and low bid quotations of ITEC
common  stock  for  the  periods  indicated  as  reported by the NASD Electronic
Bulletin  Board.  Prices  shown  in the table represent inter-dealer quotations,
without  adjustment  for  retail  markup,  markdown,  or  commission, and do not
necessarily  represent  actual  transactions.

<TABLE>
<CAPTION>
<S>                        <C>     <C>
                           High    Low
                           ------  -----
Year ended June 30, 2001*
     First quarter. . . .  $18.40  $1.00
     Second quarter . . .    6.00   1.00
     Third quarter. . . .    7.60   1.00
     Fourth quarter . . .    2.60   1.20
Year ended June 30, 2002
     First quarter. . . .  $ 0.07  $0.03
     Second quarter . . .    0.02   0.05
     Third quarter. . . .    0.05   0.01
     Fourth quarter . . .    0.04   0.01
Year ended June 30, 2003
     First quarter. . . .  $ 0.05  $0.01
     Second quarter . . .    0.04   0.01
     Third quarter. . . .    0.02   0.01
     Fourth quarter . . .    0.02   0.01
</TABLE>

*  As  adjusted  for  a  1-for-20  reverse  split  in  August  2002

     The  number  of  holders  of  record  of our common stock, $.005 par value,
including banks, brokers, and nominees, reported by our transfer agent, American
Stock  Transfer,  was  approximately  458  at  June  30,  2003.

DIVIDENDS

     We  have never declared nor paid any cash dividends on our common stock. We
currently  intend  to retain earnings, if any, after any payment of dividends on
our  5%  Convertible  Preferred Stock, for use in our business and therefore, do
not  anticipate  paying  any  cash  dividends  on  our  common  stock.

     Holders of the 5% Convertible Preferred Stock are entitled to receive, when
and  as  declared  by  the  Board  of Directors, but only out of amounts legally
available  for the payment thereof, cumulative cash dividends at the annual rate
of $50.00 per share, payable semi-annually, commencing on October 15, 1986. ITEC
has  never  declared nor paid any cash dividends on the 5% Convertible Preferred
Stock.  Dividends  in  arrears  at  June  30,  2003  were  $381  thousand.

     We do not anticipate paying dividends on the 5% Convertible Preferred Stock
in  the near future. However, the 5% Convertible Preferred Stock is convertible,
at  any  time, into shares of ITEC common stock, at a price of $17.50 per common
share. This conversion price is subject to certain anti-dilution adjustments, in
the  event  of certain future stock splits or dividends, mergers, consolidations
or  other  similar events. In addition, we shall reserve, and keep reserved, out
of  our  authorized  but  un-issued shares of common stock, sufficient shares to
effect  the  conversion  of  all  shares  of the 5% convertible preferred stock.

     On  August 9, 2002, pursuant to shareholder authorization, we implemented a
1-for-20 reverse split of our common stock. All share and per share data in this
Form  10-K have been retroactively restated to reflect this reverse stock split.

ITEM  6.SELECTED  FINANCIAL  DATA
---------------------------------

     The  consolidated  statement  of  operations  data with respect to the five
years  ended  June  30, 2003, and the consolidated balance sheet data at June 30
set  forth below are derived from our consolidated financial statements included
in  Item 8 below. The consolidated financial statements for the years ended June
30,  1999,  2000,  and  2001 were audited by Boros & Farrington APC, independent
accountants;  the  consolidated financial statements for the year ended June 30,
2002 were audited by Stonefield Josephson, Inc. The financial statements for the
year  ended  June  30, 2003 were audited by our current independent accountants,
Pohl, McNabola, Berg & Company, LLP ("PMB"). 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 our 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)
                                                          2003       2002       2001       2000       1999
                                                      ---------  ---------  ---------  ---------  ---------
NET REVENUES
     Sales of products . . . . . . . . . . . . . . .  $    924   $  3,574   $  2,897   $  1,634   $ 16,417
     Software sales, licenses, and royalties . . . .       367        580        555        788        730
     PEO services. . . . . . . . . . . . . . . . . .     2,899      3,254          -          -          -
                                                      ---------  ---------  ---------  ---------  ---------
     Net total revenues. . . . . . . . . . . . . . .     4,190      7,408      3,452      2,422     17,147

COSTS AND EXPENSES
     Cost of products sold . . . . . . . . . . . . .       396      2,868      2,742      5,197     18,015
     Cost of software sales, licenses and royalties.        90         99          -          -          -
     Cost of PEO services. . . . . . . . . . . . . .     1,813      2,389          -          -          -
     Selling, general, and administrative. . . . . .     7,586     12,442      8,720      7,780     13,707
     Research and development. . . . . . . . . . . .         -          -        250      1,929      2,033
     Special charges . . . . . . . . . . . . . . . .         -          -          -          -      5,181
                                                      ---------  ---------  ---------  ---------  ---------
                                                         9,885     17,778     11,712     14,906     38,936

LOSS FROM OPERATIONS . . . . . . . . . . . . . . . .    (5,695)   (10,390)    (8,260)   (12,484)   (21,789)

NET LOSS . . . . . . . . . . . . . . . . . . . . . .  $ (6,855   $(13,688)  $ (9,888)  $(14,198)  $(25,129)

LOSS PER COMMON SHARE
     Basic and diluted . . . . . . . . . . . . . . .  $  (0.07)  $  (1.12)  $  (1.51)  $  (4.05)  $ (37.60)

Balance Sheet Data:
In thousands
                                                          2003       2002       2001       2000       1999
                                                      ---------  ---------  ---------  ---------  ---------

     Cash and cash equivalents . . . . . . . . . . .  $  1,223   $     43   $     35   $    291   $     75
     Working Capital . . . . . . . . . . . . . . . .   (28,446)   (20,751)   (16,920)   (14,532)   (16,519)
     Total assets. . . . . . . . . . . . . . . . . .     7,595      1,180      1,212      1,683      7,250
     Long-term obligations . . . . . . . . . . . . .     1,364          -          -          -          -
     Preferred stock . . . . . . . . . . . . . . . .       420        420        420        420      6,875
     Total shareholders' deficit . . . . . . . . . .   (24,901)   (20,427)   (16,110)   (13,854)   (12,432)
</TABLE>

ITEM  7.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 Annual Report on Form 10-K. The statements contained in this Report on Form
10-K  that  are  not purely historical are forward-looking statements within the
meaning  of  Section  27A of the Securities Act of 1933, as amended, and Section
21E  of  the  Securities  Exchange Act of 1934, as amended, including statements
regarding  our  expectations,  hopes,  intentions  or  strategies  regarding the
future.   Forward-looking  statements  include  statements  regarding:  future
product or product development; future research and development spending and our
product development strategies, and are generally identifiable by the use of the
words "may", "should", "expect", "anticipate", "estimates", "believe", "intend",
or  "project"  or the negative thereof or other variations thereon or comparable
terminology.  Forward-looking  statements  involve  known  and  unknown  risks,
uncertainties  and other factors that may cause our actual results, performance,
or  achievements (or industry results, performance or achievements) expressed or
implied  by  these  forward-looking  statements  to be materially different from
those  predicted.  The factors that could affect our actual results include, but
are  not  limited  to, the following:  general economic and business conditions,
both  nationally and in the regions in which we operate; competition; changes in
business  strategy  or development plans; our inability to retain key employees;
our  inability  to obtain sufficient financing to continue to expand operations;
and  changes  in  demand  for  products  by  our  customers.

OVERVIEW
--------

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

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

     In  January  2003,  we  completed  the  acquisition of controlling interest
(approximately 85%) in the shares of Greenland Corporation. Greenland shares are
traded on the NASD Electronic Bulletin Board under the symbol GRLC. Greenland is
a  financial  services company, whose wholly-owned ExpertHR  subsidiary provides
the  same  services  as  SOG.  Greenland's  wholly-owned  Check  Central,  Inc.
subsidiary  Greenland's  Check  Central  subsidiary is an information technology
company  that  has developed the Check Central Solutions' transaction processing
system  software  and  related  MAXcash  Automated  Banking Machine  (ABM  kiosk
designed  to  provide  self-service check cashing and ATM-banking functionality.

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

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

     As  of  the  end  of  fiscal  2003,  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 the Company's business as these changes relate to
increased sales of financial services, potential acquisitions of new businesses,
changes in product lines, and the potential for discontinuing certain components
of  the  business.

     Our current strategy is: (1) to expand its financial services business; (2)
to  commercialize  its own technology, which is embodied in its ColorBlind Color
Management  software,  (3)  to  market  Photomotion  images  through  sales  and
licensing  to  distributors  in  international  markets;  and (4) to operate and
improve  our  e-commerce initiatives in order to sell our products and services.

     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 our 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.

     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 "Item 1.
Business  -  Risks  and  Uncertainties  -  Future  Capital  Needs."

RESTRUCTURING  AND  NEW  BUSINESS  UNITS

     In  July  2001, we temporarily suspended our printer controller development
and  manufacturing  operations in favor of selling products from other companies
to  its  customers.  We continue to sell proprietary imaging products, including
our  ColorBlind  suite  of  color  management  software.

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

ACQUISITION  AND  SALE  OF  BUSINESS  UNITS

     In  December 2000, we acquired all of the shares of EduAdvantage.com, Inc.,
an  internet  sales  organization  that  sells  computer  hardware  and software
products  to  educational  institutions  and  other  customers via its websites:
www.eduadvantage.com  and  www.soft4u.com.  During  fiscal  2001,  we  began
integrating  EduAdvantage  operations.  However,  these  operations  were  not
profitable.  At  present,  and until we can determine our comprehensive strategy
related  to  internet  marketing,  we  have  suspended  these  operations.

     In  October  2001,  we  acquired  certain assets, for stock, related to our
office  products  and  services  business  activities,  representing $250,000 of
inventories,  fixed  assets,  and  accounts  receivable.  These assets have been
written  off.

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

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

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

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

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

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

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

SPECIAL  CHARGES  AND  GAINS

     During  the  year  ended  June 30, 2003, we had a gain on extinguishment of
debt  of approximately $2.4 million. This gain resulted primarily from the write
off  of  stale  accounts  payable  as  discussed  below,  as well as a gain on a
settlement  of  a  long-term  note  payable  of  $702,000, which was settled for
$274,000  in cash resulting in a gain of $428,000, which is included in the $2.4
million.  With  respect  to  the  write-off of accounts payable, we reviewed our
accounts  payable and determined that $2.0 million was associated with unsecured
creditors.  ITEC,  based  upon an opinion provided by independent legal counsel,
has been released as the obligator of these liabilities. Accordingly, management
has  elected  to adjust its accounts payable and to classify such adjustments as
extinguishment  of  debt.

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) and related costs 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 and related costs 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.

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.

NET  REVENUES

     Revenues  were $4.2 million, $7.4 million, and $3.5 million, for the fiscal
years  ended  June 30, 2003, 2002, and 2001, respectively. The decrease in total
revenues  in  fiscal 2003 as compared with fiscal 2002 was due to a 69% decrease
in  product sales. During fiscal 2003, we concentrated primarily in building our
financial  services  business  segment.  The increase in revenues in fiscal 2002
compared with fiscal 2001 was due primarily to revenues associated with acquired
PEO  operations.

Financial  Services
-------------------

     We recognize our revenues associated with our PEO business pursuant to EITF
99-19  "Reporting  Revenue  Gross  as  a  Principal versus Net as an Agent." Our
revenues  are  reported  net of worksite employee payroll cost (net method). Our
revenues  from this business segment are affected by three primary sources - new
client sales, client retention, and changes in existing clients through worksite
employee  new  hires  and  layoffs.

     PEO  revenues  were  $2.9  million  for  the  year ended June 30, 2003. PEO
revenues  were  $3.3  million  for the year ended June 30, 2002. The decrease of
$355  thousand  (11%)  was  due  to  changes  in  the customer structure of SOG.
Throughout  fiscal  2003,  we lost several customers due to changes in rates for
services, particularly workers' compensation insurance. Additionally, we elected
to  terminate  certain  customers due to profitability concerns. We entered this
business segment through acquisitions in November 2001. Consequently, there were
no  reported  PEO  revenues  in the prior year. (Also see "Risk Factors" and the
"Notes  to  the Consolidated Financial Statements" related to our PEO business.)

Imaging  Products
-----------------

     Sales  of  imaging  products,  consisting primarily of QPI photographic and
digital  reproduction  services,  ColorBlind  software  sales,  and  Photomotion
Images,  were  $1.3  million,  $4.2, and $3.5 million for the fiscal years ended
June  30, 2003, 2002, and 2001, respectively. There were no sales related to QPI
operations  prior  to its acquisition on January 14, 2003.  The decrease of $2.1
million (69%) in product sales was due, primarily, to our suspension of sales of
office-related  products  from  other  manufacturers  and  our  concentration on
providing  financial  services instead of the sale of imaging products. Prior to
the  year  ended  June  30,  2003,  we were involved in the sale of a variety of
imaging  hardware  and  software  products, many from other manufacturers. These
products  included  printers,  copiers,  scanners,  and  other  digital  imaging
products, which we no longer sell.  Our current product lines are based upon our
own technologies. Our persistent lack of sufficient working capital has had, and
may  continue  to  have,  a  negative  adverse effect on imaging products sales.

The  increase  in  product sales from fiscal 2002 as compared to fiscal 2001 was
due  to  increased  sales  of  imaging  products  such  as copiers and printers.

We  had  $50,000  of  revenues from license fees and royalties in the year ended
June  30, 2003. License fees and royalties, were $580 thousand and $555 thousand
for  the  fiscal  years  ended  June  30,  2002 and 2001, respectively. Since we
suspended  our  controller  technology  development  efforts,  license  fees and
royalties  have  been  associated  with  our  ColorBlind  software  technology.

COST  OF  PRODUCTS  SOLD

Financial  Services
-------------------

     Our  primary  costs  related  to  financial  (PEO) services include payroll
taxes,  benefits, and workers' compensation insurance. The costs of PEO services
were  $1.8  million (63% of PEO revenues), for the year ended June 30, 2003; and
$2.4  million  (73%  of  PEO revenues) for the year ended June 30, 2002. The 10%
increase  in  profit  margin  is  primarily  due  to  the  securing  of worker's
compensation  policy  coverages,  which  generated  a greater profit margin than
expected  in  our  SOG  subsidiary.  We began providing PEO services pursuant to
acquisitions  in  the  prior  fiscal year. Accordingly, there are no comparative
results  for the prior year periods. (Also see "Risk Factors" related to our PEO
business.)

Imaging  Products
-----------------

     Cost  of  products  sold  were  $486  thousand (38% of product sales), $2.9
million (71% of product sales), and $2.7 million (95% of product sales), for the
fiscal  years ended June 30, 2003, 2002, and 2001, respectively. The increase in
profitability over the three-year period was due primarily to changes in the mix
of  products we sell, which had the effect of increasing overall profit margins.
We  have  been  able to maintain reasonable profit margins on sales of products.
Software  products,  in  particular, provide significantly higher profit margins
than  hardware  products  such  as  printers,  plotters,  and  copiers.

     There  were  no  costs  associated with licensing and royalties in the year
ended  June 30, 2003. Costs were $99,000 (17% of licensing and royalty revenues)
in  the  year ended June 30, 2002. There were no costs in the prior fiscal year.

SELLING,  GENERAL,  AND  ADMINISTRATIVE  EXPENSES

     Selling,  general  and  administrative  expenses were $7.6 million (181% of
total  revenues),  $12.4 million (49% of total revenues), and $8.7 million (253%
of  total  revenues),  for the fiscal years ended June 30, 2003, 2002, and 2001,
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,  consulting,  advertising,  and  other  marketing  related expenses.

     The  39% decrease in selling, general and administrative expenses in fiscal
2003  as compared to fiscal 2002 was due, primarily, reductions in employees and
facilities,  which  was  made  possible  by  changing our main business focus to
providing financial services instead of imaging products sales and distribution;
and  to  smaller  fees  and  expenses  related  to  financing  activities.

     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  SOG  in  November 2001. While overall
selling, general and administrative expenses increased $3.7 million (43%) during
fiscal 2002 as compared with fiscal 2001, there was a decrease in these expenses
as  a percentage of revenues due primarily to the additional revenues associated
with  our  PEO  business.

RESEARCH  AND  DEVELOPMENT

     There  were  no  research and development expenses for the years ended June
30, 2003 and 2002. There were research and development expenses of $250 thousand
for  the  year  ended  June  30,  2001. In fiscal 2001 the Company substantially
reduced its research and development activities and, in July 2001, suspended its
printer  controller  development  and manufacturing operations. Current research
and  development  activities are associated with our ColorBlind software product
line.

LIQUIDITY  AND  CAPITAL  RESOURCES

     Historically,  we  have  financed  our  operations  primarily  through cash
generated  from  operations,  debt  financing,  and  from  the  sale  of  equity
securities.

     In  December  2000,  the  Company  entered into a Convertible Note Purchase
Agreement  for  $850,000,  bearing  an  annual interest rate of 8%, due December
2003. The Note is convertible into the Company's common stock. As of October 15,
2003,  $675  thousand  had  been  converted  into  common  stock.

     In  July  2001,  we  entered into a Convertible Note Purchase Agreement for
$1,000,000,  bearing  an  annual interest rate of 8%, due July 2004. The Note is
convertible  into  ITEC  common  stock.  As  of  October 15, 2003, there were no
conversions.

     In  September  2001,  we entered into a Convertible Note Purchase Agreement
for  $300,000,  bearing an interest rate of 8%, due September 2004.  The Note is
convertible  into  ITEC  common  stock.  As  of  October 15, 2003, there were no
conversions.

     In November 2001, we entered into a Convertible Note Purchase Agreement for
$200,000,  bearing  an  interest  rate  of  8% due November 7, 2004. The Note is
convertible  into  ITEC  common  stock.  As  of  October 15, 2003, there were no
conversions.

     In  January 2002, we entered into a Convertible Note Purchase Agreement for
$500,000,  bearing  an  interest  rate  of  8% due January 22, 2002. The Note is
convertible  into  ITEC  common  stock.  As  of  October 15, 2003, there were no
conversions.

     We  continue  to  pursue  additional  financings to fund our operations and
growth. 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. Our inability to fund our capital requirements would have a
material  adverse  effect on the Company. (Also see "Item 1. Business--Risks and
Uncertainties--Future  Capital  Needs.")

     As of June 30, 2003, we had negative working capital of approximately $28.4
million,  an  increase  of  $7.6  million  from  June  30, 2002. The increase is
primarily  due to the effect of operating losses and the difficulty in obtaining
sufficient  long-term  debt  and  equity  financing.

     Net  cash provided by operating activities was $1,1 million compared to net
cash  used  for  operating  activities  of  $2.5 million in fiscal 2002 and $3.5
million in fiscal 2001. The changes are due to gains realized for the settlement
of  liabilities.

     Net  cash  used  for  investing activities was $101 thousand in fiscal 2003
compared  to  $197 thousand in fiscal 2002 and $171 thousand in fiscal 2001. The
decrease  of  $96  thousand  (49%)  was  due  primarily  to the absence of  cash
acquired  in  our  2002  acquisition  of  SOG.

     We  have  no  material  commitments  for  capital  expenditures.  Our  5%
convertible  preferred  stock,  which  ranks  prior to our 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 June 30, 2003, was
approximately  $381  thousand.

     Our  capital  requirements  depend  on  numerous  factors, including market
acceptance  of  our  services and products, the resources we devote to marketing
and selling our services and products, and other factors. We anticipate that our
capital  requirements  will increase in future periods as we reduce our debt and
increase our sales and marketing efforts. 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.

     We  plan  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 debt
and/or  equity  financing.

     Subsequent  to June 30, 2003, we issued an additional 109,963,339 shares of
our  common  stock. Of this amount, 2,750,000 shares were issued due to exercise
of  warrants,  6,480,000  shares  were  used to pay consultants, and 100,733,339
shares  were  used  to  repay indebtedness; including convertible notes payable.

ITEM  7A.  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK

Not  applicable

<PAGE>
             RESPONSIBILITIES FOR CONSOLIDATED FINANCIAL STATEMENTS

     The  following  consolidated  financial  statements of Imaging Technologies
Corporation  and  subsidiaries were prepared by management, which is responsible
for  their  integrity  and  objectivity.  The  statements  have been prepared in
conformity with accounting principles generally accepted in the United States of
America  and,  as  such,  include  amounts  based  on  judgments  of management.

     Management  is  further  responsible  for  maintaining  internal  controls
designed  to provide reasonable assurance that the books and records reflect the
transactions  of  the companies and that established policies and procedures are
carefully  followed.  From  a  shareholder's  point  of  view,  perhaps the most
important  feature  in  internal  control is that it is continually reviewed for
effectiveness  and  is augmented by written policies and guidelines, the careful
selection  and training of qualified personnel, and a strong program of internal
audit.

     Pohl,  NcNabola, Berg and Company ("PMB"), an independent auditing firm, is
engaged  to  audit the consolidated financial statements of Imaging Technologies
Corporation  and  subsidiaries and issue reports thereon. The audit is conducted
in accordance with auditing standards generally accepted in the United States of
America  that  comprehend  the  consideration  of  internal control and tests of
transactions  to  the  extent  necessary  to  form an independent opinion on the
financial  statements  prepared  by  management.

     The  Board  of Directors, through the Audit Committee (composed entirely of
independent Directors), is responsible for assuring that management fulfills its
responsibilities  in  the  preparation of the consolidated financial statements.
The  Audit Committee annually recommends to the Board of Directors the selection
of  the  independent  auditors  and  submits  the  selection for ratification by
shareholders  at  the Company's annual meeting. In addition, the Audit Committee
reviews  the  scope of the audits and the accounting principles being applied in
financial  reporting.  The  independent auditors, representatives of management,
and the internal auditors meet regularly (separately and jointly) with the Audit
Committee  to  review  the  activities  of each, to ensure that each is properly
discharging  its  responsibilities,  and to assess the effectiveness of internal
control.  It  is  management's conclusion that internal control at June 30, 2003
provides  reasonable  assurance  that  the  books  and  records  reflect  the
transactions  of  the companies and that established policies and procedures are
complied  with. To reinforce complete independence, PMB has full and free access
to meet with the Audit Committee, without management representatives present, to
discuss  the  results  of  the  audit, the adequacy of internal control, and the
quality  of  financial  reporting.

By:/s/  BRIAN  BONAR
   -----------------
Brian  Bonar
Chairman  of  the  Board,  President,  and  Chief  Executive  Officer

<PAGE>
ITEM  8.

CONSOLIDATED  FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA

                        IMAGING TECHNOLOGIES CORPORATION
                                AND SUBSIDIARIES
                        CONSOLIDATED FINANCIAL STATEMENTS

                               FOR THE YEARS ENDED
                          JUNE 30, 2003, 2002, AND 2001

                                    CONTENTS

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



Independent Auditors' Report -June 30, 2003. . . . .  25
Independent Auditors' Report -June 30, 2002. . . . .  26
Independent Auditors' Report -June 30, 2001. . . . .  27
  Consolidated Balance Sheets. . . . . . . . . . . .  28
  Consolidated Statements of Operations. . . . . . .  29
  Consolidated Statement of Shareholders' Deficiency  30
  Consolidated Statements of Cash Flows. . . . . . .  31
  Notes to Consolidated Financial Statements . . . .  33
</TABLE>

<PAGE>
                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------

To  the  Board  of  Directors  and  Shareholders  of
Imaging  Technologies  Corporation

We  have  audited  the  accompanying  consolidated  balance  sheet  of  Imaging
Technologies  Corporation  and  Subsidiaries as of June 30, 2003 and the related
consolidated  statements  of operations, shareholders' deficiency and cash flows
for  the year then ended.  These financials statements are the responsibility of
the  Company's management.  Our responsibility is to express an opinion on these
consolidated  financial  statements  based  on  our  audit.

We  conducted our audit in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform  the audit to obtain reasonable assurance about whether the consolidated
financial  statements  are  free  of  material  misstatement.  An audit includes
examining,  on  a test basis, evidence supporting the amounts and disclosures in
the  financial  statements.  An  audit  also  includes  assessing the accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating  the  overall  financial statement presentation.  We believe that our
audit  provides  a  reasonable  basis  for  our  opinion.

In  our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Imaging
Technologies  Corporation  and  Subsidiaries  as  of  June  30,  2003  and  the
consolidated  results  of their operations and their consolidated cash flows for
the  year then ended in conformity with auditing standards generally accepted in
the  United  States.

The  accompanying  consolidated financial statements have been prepared assuming
that  the  Company  will continue as a going concern.  As discussed in Note 1 to
the  accompanying consolidated financial statements, for the year ended June 30,
2003  the  Company experienced a net loss of $6,855,000 and as of June 30, 2003,
the  Company  had a negative working capital deficiency of $28,446,000 and had a
negative  shareholders'  deficiency of $24,901,000.  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  its  ability  to  continue  as  a  going  concern.
Management's plan in regard to these matters is also discussed in Note 1.  These
consolidated  financial  statements  do  not  include any adjustments that might
result  from  the  outcome  of  this  uncertainty.

/s/  POHL,  McNABOLA,  BERG  &  COMPANY,  LLP
POHL,  McNABOLA,  BERG  &  COMPANY,  LLP
CERTIFIED  PUBLIC  ACCOUNTANTS

San  Francisco,  California
October  17,  2003

<PAGE>
                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------

To  the  Board  of  Directors  and  Shareholders  of
Imaging  Technologies  Corporation

We  have  audited  the  accompanying  consolidated  balance  sheet  of  Imaging
Technologies  Corporation  and  Subsidiaries as of June 30, 2002 and the related
consolidated  statements  of operations, shareholders' deficiency and cash flows
for  the year then ended.  These financials statements are the responsibility of
the  Company's management.  Our responsibility is to express an opinion on these
consolidated  financial  statements  based  on  our  audit.

We  conducted our audit in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform  the audit to obtain reasonable assurance about whether the consolidated
financial  statements  are  free  of  material  misstatement.  An audit includes
examining,  on  a test basis, evidence supporting the amounts and disclosures in
the  financial  statements.  An  audit  also  includes  assessing the accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating  the  overall  financial statement presentation.  We believe that our
audit  provides  a  reasonable  basis  for  our  opinion.

In  our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Imaging
Technologies  Corporation  and  Subsidiaries  as  of  June  30,  2002  and  the
consolidated  results  of their operations and their consolidated cash flows for
the  year then ended in conformity with auditing standards generally accepted in
the  United  States.

The  accompanying  consolidated financial statements have been prepared assuming
that  the  Company  will continue as a going concern.  As discussed in Note 1 to
the  accompanying consolidated financial statements, for the year ended June 30,
2002, the Company experienced a net loss of $13,688,000 and as of June 30, 2002,
the  Company  had a negative working capital deficiency of $20,751,000 and had a
negative  shareholders'  deficiency of $20,427,000.  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  filings  and  its  payments  relating  to  payroll  tax liabilities.  These
conditions  raise  substantial  doubt  about  its ability to continue as a going
concern.  Management's plan in regard to these matters is also discussed in Note
1.   These consolidated financial statements do not include any adjustments that
might  result  from  the  outcome  of  this  uncertainty.

/s/  STONEFIELD  JOSEPHSON,  INC.
STONEFIELD  JOSEPHSON,  INC.
CERTIFIED  PUBLIC  ACCOUNTANTS

Irvine,  California
November  7,  2002

<PAGE>
                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------

To  the  Board  of  Directors  and  Shareholders
of  Imaging  Technologies  Corporation

We  have  audited  the  consolidated  balance  sheets  of  Imaging  Technologies
Corporation  and  its  subsidiaries  as  of  June  30,  2001  and  the  related
consolidated  statements of operations, shareholders' deficiency, and cash flows
for  each of the two years in the period ended June 30, 2001. These consolidated
financial  statements  are  the  responsibility of the Company's management. Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements  based  on  our  audits.

We conducted our audits in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform  the  audits  to obtain reasonable assurance about whether the financial
statements  are free of material misstatement. An audit includes examining, on a
test  basis, evidence supporting the amounts and disclosures in the consolidated
financial statements. An audit also includes assessing the accounting principles
used  and  significant  estimates  made by management, as well as evaluating the
overall  financial  statement presentation. We believe that our audits provide a
reasonable  basis  for  our  opinion.

In  our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Imaging
Technologies  Corporation  and  its  subsidiaries  as  of June 30, 2001, and the
results  of  their  operations and their cash flows for each of the two years in
the  period  ended  June  30,  2001  in  conformity  with  accounting principles
generally  accepted  in  the  United  States  of  America.

The  accompanying  consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1 to the
consolidated  financial  statements  the  Company has various factors that raise
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are also described in Note 1.  The consolidated
financial  statements  do not include any adjustments that might result from the
outcome  of  this  uncertainty.

/s/  BOROS  &  FARRINGTON  APC

BOROS  &  FARRINGTON  APC
San  Diego,  California
October  10,  2001

<PAGE>
                IMAGING TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                        (in thousands, except share data)

<TABLE>
<CAPTION>
<S>                                                                                       <C>                <C>
                                                                                          JUNE 30,
                                                                                          -----------------
ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              2003              2002
                                                                                          -----------------  ----------------

Current assets
     Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $          1,223   $            43
     Accounts receivable, net of allowance of $725 and $280. . . . . . . . . . . . . . .               507               629
     Inventory, net of obsolescence reserve of $293 and $275 . . . . . . . . . . . . . .                15               151
     Prepaid expenses and other current assets . . . . . . . . . . . . . . . . . . . . .                20                33
                                                                                          -----------------  ----------------
          Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             1,765               856

Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             2,822                 -
Patents, net of accumulated amortization of $60. . . . . . . . . . . . . . . . . . . . .             1,558                 -
PEO contracts, net of accumulated amortization of $49. . . . . . . . . . . . . . . . . .             1,127                 -
Property and equipment, net of accumulated depreciation
  of $2,607 and $849 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               150               212
Worker's compensation deposit and other assets . . . . . . . . . . . . . . . . . . . . .               173               112
                                                                                          -----------------  ----------------

 Total assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $          7,595   $         1,180
                                                                                          =================  ================

LIABILITIES AND SHAREHOLDERS' DEFICIENCY

Current liabilities:
     Cash overdraft. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $             87   $             -
     Borrowings under bank notes payable . . . . . . . . . . . . . . . . . . . . . . . .             3,170             3,295
     Notes payable, current portion (including related party
        note of $1,500). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             2,097             2,796
     Convertible debentures, net of discounts of $473 and $1,302 . . . . . . . . . . . .             1,427               803
     Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             3,647             7,343
     Obligation under capital lease. . . . . . . . . . . . . . . . . . . . . . . . . . .               405                 -
     PEO payroll taxes and other payroll deductions. . . . . . . . . . . . . . . . . . .             6,511               690
     PEO accrued worksite employee . . . . . . . . . . . . . . . . . . . . . . . . . . .               752               644
     Advances from related party . . . . . . . . . . . . . . . . . . . . . . . . . . . .               280               280
     Other accrued expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            11,835             5,756
                                                                                          -----------------  ----------------
          Total current liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . .            30,211            21,607
                                                                                          -----------------  ----------------

Long-term liabilities:
     Long-term capital lease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                28                 -
     Long term convertible debentures, less discounts of $245. . . . . . . . . . . . . .               430                 -
     Long-term notes payable (including related party note of $250). . . . . . . . . . .               906                 -
                                                                                          -----------------  ----------------
          Total long-term liabilities. . . . . . . . . . . . . . . . . . . . . . . . . .             1,364                 -
                                                                                          -----------------  ----------------

Total liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            31,575            21,607
                                                                                          -----------------  ----------------

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

Commitments and contingencies (Note 12). . . . . . . . . . . . . . . . . . . . . . . . .                 -                 -

Shareholders' deficiency
     Series A convertible, redeemable preferred stock, $1,000
        par  value, 7,500 shares authorized, 420.5 shares issued
        and outstanding. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               420               420
     Common stock, $0.005 par value, 500,000,000 shares
           authorized; 181,232,063 and 21,929,365 shares
           issued and outstanding, respectively. . . . . . . . . . . . . . . . . . . . .               906               110
     Common stock warrants and options . . . . . . . . . . . . . . . . . . . . . . . . .               475               475
     Paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            81,077            79,492
     Accumulated deficit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          (107,779)         (100,924)
                                                                                          -----------------  ----------------
          Total shareholders' deficiency . . . . . . . . . . . . . . . . . . . . . . . .           (24,901)          (20,427)
                                                                                          -----------------  ----------------
 Total liabilities and shareholders' deficiency. . . . . . . . . . . . . . . . . . . . .  $          7,595   $         1,180
                                                                                          =================  ================

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

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

<TABLE>
<CAPTION>
<S>                                                                                       <C>
(In thousands, except per share amounts)
                                                                                          FOR THE YEARS ENDED JUNE 30,
                                                                                                                   2003
                                                                                          ------------------------------
Revenues
     Sales of products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $                         924
     Software sales, licenses and royalties. . . . . . . . . . . . . . . . . . . . . . .                            367
     PEO services (gross billings of  $10,946, $21,100, and
       zero, respectively; less worksite employee payroll costs of
       $8,029, $17,526, and zero, respectively). . . . . . . . . . . . . . . . . . . . .                          2,899
                                                                                          ------------------------------
 Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                          4,190
                                                                                          ------------------------------

Costs of revenues
     Cost of products sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                            396
     Cost of software sales, licenses and royalties. . . . . . . . . . . . . . . . . . .                             90
     Cost of PEO services. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                          1,813
                                                                                          ------------------------------
 Total cost of revenues. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                          2,299
                                                                                          ------------------------------

Operating expenses
     Selling, general, and administrative. . . . . . . . . . . . . . . . . . . . . . . .                          7,586
     Research and development. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                              -
                                                                                          ------------------------------
                                                                                                                  7,586
                                                                                          ------------------------------

Loss from operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                         (5,695)
                                                                                          ------------------------------

Other income (expense):
     Interest and finance costs, net . . . . . . . . . . . . . . . . . . . . . . . . . .                         (3,530)
     Gain on extinguishment of debt. . . . . . . . . . . . . . . . . . . . . . . . . . .                          2,370
     Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                              -
                                                                                          ------------------------------
                                                                                                                 (1,160)
                                                                                          ------------------------------

Loss before provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . . .                         (6,855)

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

Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                         (6,855)
Preferred stock dividends. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                            (21)
                                                                                          ------------------------------
Net loss attributed to common shareholders . . . . . . . . . . . . . . . . . . . . . . .  $                      (6,876)
                                                                                          ==============================

Loss per common shares
     Basic and diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $                       (0.07)
                                                                                          ==============================

Weighted average common shares -
     Basic and diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                         96,316
                                                                                          ==============================

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


<S>                                                                                       <C>              <C>
(In thousands, except per share amounts)

                                                                                                    2002             2001
                                                                                          ---------------  ---------------
Revenues
     Sales of products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $        3,574   $        2,897
     Software sales, licenses and royalties. . . . . . . . . . . . . . . . . . . . . . .             580              555
     PEO services (gross billings of  $10,946, $21,100, and
       zero, respectively; less worksite employee payroll costs of
       $8,029, $17,526, and zero, respectively). . . . . . . . . . . . . . . . . . . . .           3,254                -
                                                                                          ---------------  ---------------
 Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           7,408            3,452
                                                                                          ---------------  ---------------

Costs of revenues
     Cost of products sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           2,868            2,742
     Cost of software sales, licenses and royalties. . . . . . . . . . . . . . . . . . .              99                -
     Cost of PEO services. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           2,389                -
                                                                                          ---------------  ---------------
 Total cost of revenues. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           5,356            2,742
                                                                                          ---------------  ---------------

Operating expenses
     Selling, general, and administrative. . . . . . . . . . . . . . . . . . . . . . . .          12,442            8,720
     Research and development. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               -              250
                                                                                          ---------------  ---------------
                                                                                                  12,442            8,970
                                                                                          ---------------  ---------------

Loss from operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         (10,390)          (8,260)
                                                                                          ---------------  ---------------

Other income (expense):
     Interest and finance costs, net . . . . . . . . . . . . . . . . . . . . . . . . . .          (3,298)          (1,628)
     Gain on extinguishment of debt. . . . . . . . . . . . . . . . . . . . . . . . . . .               -                -
     Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               -                -
                                                                                          ---------------  ---------------
                                                                                                  (3,298)          (1,628)
                                                                                          ---------------  ---------------

Loss before provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . . .         (13,688)          (9,888)

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

Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         (13,688)          (9,888)
Preferred stock dividends. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             (21)             (21)
                                                                                          ---------------  ---------------
Net loss attributed to common shareholders . . . . . . . . . . . . . . . . . . . . . . .  $      (13,709)  $       (9,909)
                                                                                          ===============  ===============

Loss per common shares
     Basic and diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $        (1.12)  $        (1.51)
                                                                                          ===============  ===============

Weighted average common shares -
     Basic and diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          12,201            6,574
                                                                                          ===============  ===============

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

<PAGE>
                IMAGING TECHNOLOGIES CORPORATION AND SUBSIDIARIES
               CONSOLIDATED STATEMENT OF SHAREHOLDERS' DEFICIENCY
                    YEARS ENDED JUNE 30, 2003, 2002, AND 2001
                        (in thousands, except share data)

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

                                                      SERIES A      SERIES D&E      COMMON
                                                      PREFERRED     PREFERRED       STOCK         COMMON
                                                      STOCK         STOCK           WARRANTS      STOCK
                                                      ------------  --------------  ------------  -----------
BALANCE, 6/30/2000 . . . . . . . . . . . . . . . . .          420                -            -            26
Issuance of common
   Cash (2,185,910). . . . . . . . . . . . . . . . .            -                -            -            11
   Acquisition (187,500) . . . . . . . . . . . . . .            -                -            -             1
   Software (60,000) . . . . . . . . . . . . . . . .            -                -            -             -
   Services (219,333). . . . . . . . . . . . . . . .            -                -            -             1
   Conversion of liabilities (913,757) . . . . . . .            -                -            -             5
Issuance of warrants . . . . . . . . . . . . . . . .            -                -          508             -
Exercise of warrants . . . . . . . . . . . . . . . .            -                -          (33)            -
Beneficial conversion on notes . . . . . . . . . . .            -                -            -             -
Net loss . . . . . . . . . . . . . . . . . . . . . .            -                -            -             -
                                                      ------------  --------------  ------------  -----------

BALANCE, 6/30/2001 . . . . . . . . . . . . . . . . .          420                -          475            44
Issuance of common
   Cash - exercise of options and warrants
                                                       (6,754,739)               -            -             -  34
   Business acquisition (500,000). . . . . . . . . .            -                -            -             1
   Asset purchase (250,000). . . . . . . . . . . . .            -                -            -             1
   Services (3,179,978). . . . . . . . . . . . . . .            -                -            -            16
   Conversion of liabilities (2,375,706) . . . . . .            -                -            -            12
   Exercise of warrants for services (323,889) . . .            -                -            -             2
Re-priced warrants & Options . . . . . . . . . . . .            -                -            -             -
Beneficial conversion on notes . . . . . . . . . . .            -                -            -             -
Value of warrants issued with notes. . . . . . . . .            -                -            -             -
Value of warrants issued for services. . . . . . . .            -                -            -             -
Value of options granted below fair value. . . . . .            -                -            -             -
Write-off of shareholder loan. . . . . . . . . . . .            -                -            -             -
Net loss . . . . . . . . . . . . . . . . . . . . . .            -                -            -             -
                                                      ------------  --------------  ------------  -----------

BALANCE, 6/30/2002 . . . . . . . . . . . . . . . . .          420                -          475           110
Issuance of common
   Cash - exercise of options and warrants (750,000)            -                -            -             4
   Business acquisition  (12,500,000). . . . . . . .            -                -            -            62
   Compensation (4,190,000). . . . . . . . . . . . .            -                -            -            21
   Services (92,733,499) . . . . . . . . . . . . . .            -                -            -           464
   Conversion of liabilities (46,549,199). . . . . .            -                -            -           233
   Exercise of warrants for services (2,580,000) . .            -                -            -            12
Beneficial conversion on notes . . . . . . . . . . .            -                -            -             -
Value of warrants issued for services. . . . . . . .            -                -            -             -
Sale of common stock of Greenland Corporation. . . .            -                -            -             -
Common stock and options of Greenland
    Corporation issued for services. . . . . . . . .            -                -            -             -
Conversion of debt for common stock of
   Greenland Corporation . . . . . . . . . . . . . .            -                -            -             -
Net loss . . . . . . . . . . . . . . . . . . . . . .            -                -            -             -
                                                      ------------  --------------  ------------  -----------

BALANCE, 6/30/2003 . . . . . . . . . . . . . . . . .  $       420   $            -  $       475   $       906
                                                      ============  ==============  ============  ===========
</TABLE>

<PAGE>

                IMAGING TECHNOLOGIES CORPORATION AND SUBSIDIARIES
               CONSOLIDATED STATEMENT OF SHAREHOLDERS' DEFICIENCY
                    YEARS ENDED JUNE 30, 2003, 2002, AND 2001
                        (in thousands, except share data)
                                    CONTINUED

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

                                                      PAID
                                                      IN            ACCUM.
                                                      CAPITAL       LOANS        DEFICIT     TOTAL
                                                      ------------  -----------  ----------  ---------
BALANCE, 6/30/2000 . . . . . . . . . . . . . . . . .       63,156         (105)    (77,348)   (13,851)
Issuance of common
   Cash (2,185,910). . . . . . . . . . . . . . . . .        5,200            -           -      5,211
   Acquisition (187,500) . . . . . . . . . . . . . .          272            -           -        273
   Software (60,000) . . . . . . . . . . . . . . . .          225            -           -        225
   Services (219,333). . . . . . . . . . . . . . . .          372            -           -        373
   Conversion of liabilities (913,757) . . . . . . .          670            -           -        675
Issuance of warrants . . . . . . . . . . . . . . . .            -            -           -        508
Exercise of warrants . . . . . . . . . . . . . . . .           33            -           -          -
Beneficial conversion on notes . . . . . . . . . . .          364            -           -        364
Net loss . . . . . . . . . . . . . . . . . . . . . .            -            -      (9,888)    (9,888)
                                                      ------------  -----------  ----------  ---------

BALANCE, 6/30/2001 . . . . . . . . . . . . . . . . .       70,292         (105)    (87,236)   (16,110)
Issuance of common
   Cash - exercise of options and warrants
                                                       (6,754,739)       1,635           -          -   1,669
   Business acquisition (500,000). . . . . . . . . .          299            -           -        300
   Asset purchase (250,000). . . . . . . . . . . . .          172            -           -        173
   Services (3,179,978). . . . . . . . . . . . . . .        1,359            -           -      1,375
   Conversion of liabilities (2,375,706) . . . . . .        1,281            -           -      1,293
   Exercise of warrants for services (323,889) . . .          105            -           -        107
Re-priced warrants & Options . . . . . . . . . . . .          215            -           -        215
Beneficial conversion on notes . . . . . . . . . . .          791            -           -        791
Value of warrants issued with notes. . . . . . . . .        1,209            -           -      1,209
Value of warrants issued for services. . . . . . . .        1,584            -           -      1,584
Value of options granted below fair value. . . . . .          550            -           -        550
Write-off of shareholder loan. . . . . . . . . . . .            -          105           -        105
Net loss . . . . . . . . . . . . . . . . . . . . . .            -            -     (13,688)   (13,688)
                                                      ------------  -----------  ----------  ---------

BALANCE, 6/30/2002 . . . . . . . . . . . . . . . . .       79,492            -    (100,924)   (20,427)
Issuance of common
   Cash - exercise of options and warrants (750,000)           29            -           -         33
   Business acquisition  (12,500,000). . . . . . . .           63            -           -        125
   Compensation (4,190,000). . . . . . . . . . . . .           21            -           -         42
   Services (92,733,499) . . . . . . . . . . . . . .          783            -           -      1,247
   Conversion of liabilities (46,549,199). . . . . .           46            -           -        279
   Exercise of warrants for services (2,580,000) . .          121            -           -        133
Beneficial conversion on notes . . . . . . . . . . .          273            -           -        273
Value of warrants issued for services. . . . . . . .           70            -           -         70
Sale of common stock of Greenland Corporation. . . .           25            -           -         25
Common stock and options of Greenland
    Corporation issued for services. . . . . . . . .          127            -           -        127
Conversion of debt for common stock of
   Greenland Corporation . . . . . . . . . . . . . .           27            -           -         27
Net loss . . . . . . . . . . . . . . . . . . . . . .            -            -     _(6,855)   _(6,855)
                                                      ------------  -----------  ----------  ---------

BALANCE, 6/30/2003 . . . . . . . . . . . . . . . . .  $    81,077   $        -   $(107,779)  $(24,901)
                                                      ============  ===========  ==========  =========
</TABLE>











<PAGE>
                IMAGING TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                        (in thousands, except share data)

<TABLE>
<CAPTION>

<S>                                                                                       <C>

                                                                                          FOR THE YEARS ENDED JUNE 30,
                                                                                          ------------------------------

                                                                                                                   2003
                                                                                          ------------------------------
Cash flows used for operating activities
----------------------------------------------------------------------------------------
   Net loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $                      (6,855)
----------------------------------------------------------------------------------------  ------------------------------

   Adjustments to reconcile net loss to net
     cash used for operating activities
----------------------------------------------------------------------------------------
        Impairment expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                            351
----------------------------------------------------------------------------------------  ------------------------------
        Depreciation and amortization. . . . . . . . . . . . . . . . . . . . . . . . . .                            217
----------------------------------------------------------------------------------------  ------------------------------
        Inventory reserve. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                              -
----------------------------------------------------------------------------------------  ------------------------------
        Change in allowance for doubtful accounts. . . . . . . . . . . . . . . . . . . .                              -
----------------------------------------------------------------------------------------  ------------------------------
        Bad debt expense - shareholder loan. . . . . . . . . . . . . . . . . . . . . . .                              -
----------------------------------------------------------------------------------------  ------------------------------
        Stock issued for services. . . . . . . . . . . . . . . . . . . . . . . . . . . .                          1,416
----------------------------------------------------------------------------------------  ------------------------------
        Value of services for exercise price of warrants . . . . . . . . . . . . . . . .                            133
----------------------------------------------------------------------------------------  ------------------------------
        Value attributed to warrants issued for services . . . . . . . . . . . . . . . .                             70
----------------------------------------------------------------------------------------  ------------------------------
        Value of options granted below fair value. . . . . . . . . . . . . . . . . . . .                              -
----------------------------------------------------------------------------------------  ------------------------------
        Value of re-priced options and warrants. . . . . . . . . . . . . . . . . . . . .                              -
----------------------------------------------------------------------------------------  ------------------------------
        Amortization from beneficial conversion feature. . . . . . . . . . . . . . . . .                            380
----------------------------------------------------------------------------------------  ------------------------------
        Amortization of warrants issued with notes . . . . . . . . . . . . . . . . . . .                            477
----------------------------------------------------------------------------------------  ------------------------------
        Gain on settlement of liabilities. . . . . . . . . . . . . . . . . . . . . . . .                         (2,370)
----------------------------------------------------------------------------------------  ------------------------------
        Changes in operating assets and liabilities
----------------------------------------------------------------------------------------
           Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                            390
----------------------------------------------------------------------------------------  ------------------------------
           Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                            136
----------------------------------------------------------------------------------------  ------------------------------
           Prepaid expenses and other current assets . . . . . . . . . . . . . . . . . .                             29
----------------------------------------------------------------------------------------  ------------------------------
           Worker's compensation deposit and other . . . . . . . . . . . . . . . . . . .                            (25)
----------------------------------------------------------------------------------------  ------------------------------
           PEO liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                          5,929
----------------------------------------------------------------------------------------  ------------------------------
           Accounts payable and accrued expenses . . . . . . . . . . . . . . . . . . . .                            834
----------------------------------------------------------------------------------------  ------------------------------
               Net cash provided by (used for)
                   operating activities. . . . . . . . . . . . . . . . . . . . . . . . .                          1,112
----------------------------------------------------------------------------------------  ------------------------------

Cash flows provided by (used for) investing activities
----------------------------------------------------------------------------------------
   Cash (paid for) acquired in acquisition . . . . . . . . . . . . . . . . . . . . . . .                            (45)
----------------------------------------------------------------------------------------  ------------------------------
   Capital expenditures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                              -
----------------------------------------------------------------------------------------  ------------------------------
               Net cash provided by (used for)
                   investing activities. . . . . . . . . . . . . . . . . . . . . . . . .                            (45)
----------------------------------------------------------------------------------------  ------------------------------

Cash flows provided by financing activities
----------------------------------------------------------------------------------------
   Cash overdraft, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                             87
----------------------------------------------------------------------------------------  ------------------------------
   Payments under bank notes payable . . . . . . . . . . . . . . . . . . . . . . . . . .                           (125)
----------------------------------------------------------------------------------------  ------------------------------
   Issuance of short term notes payable. . . . . . . . . . . . . . . . . . . . . . . . .                              -
----------------------------------------------------------------------------------------  ------------------------------
   Net proceeds from issuance of common stock. . . . . . . . . . . . . . . . . . . . . .                             58
----------------------------------------------------------------------------------------  ------------------------------
   Proceeds from convertible debentures. . . . . . . . . . . . . . . . . . . . . . . . .                            100
----------------------------------------------------------------------------------------  ------------------------------
   Payment on capital lease obligations. . . . . . . . . . . . . . . . . . . . . . . . .                             (7)
----------------------------------------------------------------------------------------  ------------------------------
   Repayment of short term notes payable . . . . . . . . . . . . . . . . . . . . . . . .                              -
----------------------------------------------------------------------------------------  ------------------------------
               Net cash provided by (used in)
                   financing activities. . . . . . . . . . . . . . . . . . . . . . . . .                            113
----------------------------------------------------------------------------------------  ------------------------------

Net increase (decrease) in cash and cash
    equivalents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                          1,180
----------------------------------------------------------------------------------------  ------------------------------
Cash and cash equivalents, beginning of year . . . . . . . . . . . . . . . . . . . . . .                             43
----------------------------------------------------------------------------------------  ------------------------------
Cash and cash equivalents, end of year . . . . . . . . . . . . . . . . . . . . . . . . .  $                       1,223
----------------------------------------------------------------------------------------  ==============================

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

<PAGE>



<S>                                                                                       <C>            <C>




                                                                                                  2002             2001
                                                                                          -------------  ---------------
Cash flows used for operating activities
----------------------------------------------------------------------------------------
   Net loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $    (13,688)  $       (9,888)
----------------------------------------------------------------------------------------  -------------  ---------------

   Adjustments to reconcile net loss to net
     cash used for operating activities
----------------------------------------------------------------------------------------
        Impairment expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         1,750                -
----------------------------------------------------------------------------------------  -------------  ---------------
        Depreciation and amortization. . . . . . . . . . . . . . . . . . . . . . . . . .           274              806
----------------------------------------------------------------------------------------  -------------  ---------------
        Inventory reserve. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           275                -
----------------------------------------------------------------------------------------  -------------  ---------------
        Change in allowance for doubtful accounts. . . . . . . . . . . . . . . . . . . .           (37)               -
----------------------------------------------------------------------------------------  -------------  ---------------
        Bad debt expense - shareholder loan. . . . . . . . . . . . . . . . . . . . . . .           105                -
----------------------------------------------------------------------------------------  -------------  ---------------
        Stock issued for services. . . . . . . . . . . . . . . . . . . . . . . . . . . .         1,375              373
----------------------------------------------------------------------------------------  -------------  ---------------
        Value of services for exercise price of warrants . . . . . . . . . . . . . . . .           107                -
----------------------------------------------------------------------------------------  -------------  ---------------
        Value attributed to warrants issued for services . . . . . . . . . . . . . . . .         1,584              508
----------------------------------------------------------------------------------------  -------------  ---------------
        Value of options granted below fair value. . . . . . . . . . . . . . . . . . . .           550                -
----------------------------------------------------------------------------------------  -------------  ---------------
        Value of re-priced options and warrants. . . . . . . . . . . . . . . . . . . . .           215                -
----------------------------------------------------------------------------------------  -------------  ---------------
        Amortization from beneficial conversion feature. . . . . . . . . . . . . . . . .           261              364
----------------------------------------------------------------------------------------  -------------  ---------------
        Amortization of warrants issued with notes . . . . . . . . . . . . . . . . . . .           437                -
----------------------------------------------------------------------------------------  -------------  ---------------
        Gain on settlement of liabilities. . . . . . . . . . . . . . . . . . . . . . . .             -                -
----------------------------------------------------------------------------------------  -------------  ---------------
        Changes in operating assets and liabilities
----------------------------------------------------------------------------------------
           Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           628              117
----------------------------------------------------------------------------------------  -------------  ---------------
           Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          (326)             153
----------------------------------------------------------------------------------------  -------------  ---------------
           Prepaid expenses and other current assets . . . . . . . . . . . . . . . . . .           281              303
----------------------------------------------------------------------------------------  -------------  ---------------
           Worker's compensation deposit and other . . . . . . . . . . . . . . . . . . .           112                -
----------------------------------------------------------------------------------------  -------------  ---------------
           PEO liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           (45)               -
----------------------------------------------------------------------------------------  -------------  ---------------
           Accounts payable and accrued expenses . . . . . . . . . . . . . . . . . . . .         3,602            1,924
----------------------------------------------------------------------------------------  -------------  ---------------
               Net cash provided by (used for)
                   operating activities. . . . . . . . . . . . . . . . . . . . . . . . .        (2,540)          (5,340)
----------------------------------------------------------------------------------------  -------------  ---------------

Cash flows provided by (used for) investing activities
----------------------------------------------------------------------------------------
   Cash (paid for) acquired in acquisition . . . . . . . . . . . . . . . . . . . . . . .           215                -
----------------------------------------------------------------------------------------  -------------  ---------------
   Capital expenditures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           (18)            (171)
----------------------------------------------------------------------------------------  -------------  ---------------
               Net cash provided by (used for)
                   investing activities. . . . . . . . . . . . . . . . . . . . . . . . .           197             (171)
----------------------------------------------------------------------------------------  -------------  ---------------

Cash flows provided by financing activities
----------------------------------------------------------------------------------------
   Cash overdraft, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             -                -
----------------------------------------------------------------------------------------  -------------  ---------------
   Payments under bank notes payable . . . . . . . . . . . . . . . . . . . . . . . . . .        (1,023)          (1,447)
----------------------------------------------------------------------------------------  -------------  ---------------
   Issuance of short term notes payable. . . . . . . . . . . . . . . . . . . . . . . . .           555            1,491
----------------------------------------------------------------------------------------  -------------  ---------------
   Net proceeds from issuance of common stock. . . . . . . . . . . . . . . . . . . . . .         1,669            5,211
----------------------------------------------------------------------------------------  -------------  ---------------
   Proceeds from convertible debentures. . . . . . . . . . . . . . . . . . . . . . . . .         1,400                -
----------------------------------------------------------------------------------------  -------------  ---------------
   Payment on capital lease obligations. . . . . . . . . . . . . . . . . . . . . . . . .             -                -
----------------------------------------------------------------------------------------  -------------  ---------------
   Repayment of short term notes payable . . . . . . . . . . . . . . . . . . . . . . . .          (250)               -
----------------------------------------------------------------------------------------  -------------  ---------------
               Net cash provided by (used in)
                   financing activities. . . . . . . . . . . . . . . . . . . . . . . . .         2,351            5,255
----------------------------------------------------------------------------------------  -------------  ---------------

Net increase (decrease) in cash and cash
    equivalents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             8             (256)
----------------------------------------------------------------------------------------  -------------  ---------------
Cash and cash equivalents, beginning of year . . . . . . . . . . . . . . . . . . . . . .            35              291
----------------------------------------------------------------------------------------  -------------  ---------------
Cash and cash equivalents, end of year . . . . . . . . . . . . . . . . . . . . . . . . .  $         43   $           35
----------------------------------------------------------------------------------------  =============  ===============

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

<PAGE>
</TABLE>

<PAGE>
                IMAGING TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (CONTINUED)
                        (in thousands, except share data)

<TABLE>
<CAPTION>



<S>                                                                                      <C>                             <C>
NON-CASH FINANCING ACTIVITIES:
---------------------------------------------------------------------------------------
                                                                                         FOR THE YEARS ENDED JUNE 30,
                                                                                                                  2003      2002
                                                                                         ------------------------------  --------
     Conversion of convertible debentures into
        common stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $                         164   $    70
     Conversion of  notes payable into common stock . . . . . . . . . . . . . . . . . .                              -     1,043
     Conversion of accounts payable and accrued
          liabilities into common/preferred stock . . . . . . . . . . . . . . . . . . .                            115       160
     Stock issued for purchase of assets. . . . . . . . . . . . . . . . . . . . . . . .                              -       173
     Net assets acquired in business combinations
          Cash. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                              -       215
          Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                            268     1,162
          Other current assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . .                             34       206
          Property and equipment. . . . . . . . . . . . . . . . . . . . . . . . . . . .                            101        21
          Goodwill and other intangible assets. . . . . . . . . . . . . . . . . . . . .                          4,736     1,337
          Accounts payable and accrued liabilities. . . . . . . . . . . . . . . . . . .                         (4,186)   (1,493)
          Notes payable and capital lease . . . . . . . . . . . . . . . . . . . . . . .                           (846)     (200)

Supplemental disclosure of cash flow information
          Cash paid during the year for interest. . . . . . . . . . . . . . . . . . . .                              -         -
          Cash paid during the year for income taxes. . . . . . . . . . . . . . . . . .                              -         -

The accompanying notes are an integral part of these consolidated financial statements.
<PAGE>
<S>                                                                                      <C>
NON-CASH FINANCING ACTIVITIES:
---------------------------------------------------------------------------------------

                                                                                          2001
                                                                                         ------
     Conversion of convertible debentures into
        common stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $ 675
     Conversion of  notes payable into common stock . . . . . . . . . . . . . . . . . .      -
     Conversion of accounts payable and accrued
          liabilities into common/preferred stock . . . . . . . . . . . . . . . . . . .      -
     Stock issued for purchase of assets. . . . . . . . . . . . . . . . . . . . . . . .    225
     Net assets acquired in business combinations
          Cash. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      -
          Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      -
          Other current assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . .     79
          Property and equipment. . . . . . . . . . . . . . . . . . . . . . . . . . . .      3
          Goodwill and other intangible assets. . . . . . . . . . . . . . . . . . . . .    686
          Accounts payable and accrued liabilities. . . . . . . . . . . . . . . . . . .   (495)
          Notes payable and capital lease . . . . . . . . . . . . . . . . . . . . . . .      -

Supplemental disclosure of cash flow information
          Cash paid during the year for interest. . . . . . . . . . . . . . . . . . . .    283
          Cash paid during the year for income taxes. . . . . . . . . . . . . . . . . .      -

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

</TABLE>

<PAGE>
                IMAGING TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE YEARS ENDED JUNE 30, 2003, 2002, AND 2001

1.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES
       ----------------------------------------------

Basis  of  Presentation
-----------------------

The  accompanying  consolidated  financial  statements  include  the accounts of
Imaging  Technologies  Corporation,  ("ITEC" or the "Company") formerly Personal
Computer  Products, Inc., incorporated under the laws of the state of California
during March 1982 and subsequently reincorporated under the laws of the state of
Delaware  during  May 1983, and its following active majority owned subsidiaries
(there  are  eight  inactive  subsidiaries  not  listed):

a)     SourceOne  Group, Inc., ("SourceOne"), incorporated under the laws of the
state  of  Delaware  on  November  9,  2001  (owned  100%  by  the  Company);

b)     EnStructure,  Inc.  ("EnStructure"),  incorporated  under the laws of the
state  of  Nevada  on  May  10,  2001  (owned  100%  by  the  Company);

c)     Dealseekers.com,  Inc.,  ("Dealseekers"),  incorporated under the laws of
the  state  of  Delaware  on  May  7,  1999  (owned  71.4%  by  the  Company);

d)     Quik  Pix,  Inc.  ("QPI"),  incorporated  under  the laws of the state of
California  in  1980  and, as a result of a merger, reincorporated as a Delaware
corporation  in  March  2000  (owned  85%  by  the  Company);  and

e)     Greenland  Corporation  ("Greenland"), incorporated under the laws of the
state  of  Nevada as Zebu, Inc. in July 1986, and renamed Greenland in September
1994  (approximately  88%  owned  by  the  Company).  ).  Greenland also has two
wholly-owned  subsidiaries  that  are  included  in  the  consolidated financial
statements.

All  significant  inter-company  accounts and transactions have been eliminated.

The  accompanying  consolidated financial statements have been prepared assuming
that  the Company will continue as a going concern.  For the year ended June 30,
2003,  the Company experienced a net loss of $6,855,000 and as of June 30, 2003,
the  Company  had a negative working capital deficiency of $28,446,000 and had a
negative  shareholders'  deficiency of $24,901,000.  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 delinquent
in  its  payments  relating  to payroll tax liabilities.  These conditions raise
substantial  doubt  about  its  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
(see  Note  8),  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."  The  Company's  common  stock  does constitute a penny stock
because the Company's common stock has a market price less than $5.00 per share,
the  Company's  common stock is no longer quoted on NASDAQ and the Company's net
tangible  assets  do not exceed $2,000,000.  As the Company's common stock falls
within  the  definition  of penny stock, these regulations require the delivery,
prior  to  any transaction involving the Company's 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 the Company's common stock
and  the  ability  of  shareholders  to  sell  the Company's common stock in the
secondary  market  would  be limited.  As a result, the market liquidity for the
Company's  common stock would be severely and adversely affected.  The Company's
management  can  provide no assurance that trading in the Company's common stock
will  not  be  subject  to these or other regulations in the future, which would
negatively  affect  the  market  for  the  Company's  common  stock.

In  order  for  the  Company to continue in existence, it must obtain additional
funds  to  provide  adequate working capital to finance operations, and begin to
generate  positive  cash flows from its operations.  During the years ended June
30,  2003,  2002  and  2001,  the  Company has raised an aggregate of $2,950,000
through  the  issuance  of  convertible  debentures.  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  Company  is  also  looking  at  making  strategic acquisitions of
companies  that  have  positive  cash  flows.  The  Company  has also reduced is
personnel and moved its corporate office in an effort to reduce operating costs.
The  financial  statements do not include any adjustments that might result from
the  outcome  of  this  going  concern  uncertainty.

Nature  of  Business
--------------------

The  Company  business  operations  are  as  follows:

a)     The  Company is a financial services provider and a professional employer
organization  (PEO)  that  provides  comprehensive personnel management services
including benefits and payroll administration, medical and workers' compensation
insurance  programs,  personnel  records  management,  and  employer  liability
management;

b)     The  Company also develops and mounts photographic and digital images for
use  in  display  advertising  for  tradeshows,  building  interiors,  and other
point-of-sale  locations;  and

c)     The  Company  designs,  develops  and sells digital imaging solutions and
color  management  software  products  for  use in graphics, publishing, digital
photography,  and  other  business  and  technical  markets.

Use  of  Estimates
------------------

The preparation of financial statements in conformity with accounting principles
generally  accepted  in the United States of America requires management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and  disclosure of contingent assets and liabilities at the date of
the  financial  statements,  and  the  reported amounts of revenues and expenses
during  the  reported  periods.  Significant  estimates  made  by  the Company's
management  include  but  are  not  limited  to  recoverability  of property and
equipment  and  proprietary  products  through future operating profits.  Actual
results  could  materially  differ  from  those  estimates.

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

PEO  Service  Fees  and  Worksite  Employee  Payroll  Costs

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."  The
Company's  revenues  are  reported  net  of  worksite employee payroll cost (net
method).  Pursuant  to  discussions  with the Securities and Exchange Commission
staff, the Company changed its presentation of revenues from the gross method to
an  approach  that  presents its revenues net of worksite employee payroll costs
(net  method) primarily because the Company is 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, the
Company  takes into consideration its estimates of the costs directly associated
with  its  worksite  employees,  including  payroll taxes, benefits and workers'
compensation  costs,  plus  an acceptable gross profit margin.  As a result, the
Company's  operating results are significantly impacted by the Company's ability
to  accurately  estimate,  control  and  manage its direct costs relative to the
revenues  derived  from  the  markup  component of the Company's gross billings.

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

Sales  of  Products

Revenue  is  recognized when earned.  The Company's revenue recognition policies
are in compliance with all applicable accounting regulations, including American
Institute  of  Certified  Public Accountants (AICPA) Statement of Position (SOP)
97-2, Software Revenue Recognition, and SOP 98-9, Modification of SOP 97-2, With
Respect  to  Certain  Transactions.  Revenue  from products licensed to original
equipment  manufacturers  is  recorded  when  OEMs  ship licensed products while
revenue  from  certain  license  programs is recorded when the software has been
delivered  and the customer is invoiced.  Revenue from packaged product sales to
and  through  distributors  and  resellers is recorded when related products are
shipped.  Maintenance  and  subscription  revenue is recognized ratably over the
contract period.  When the revenue recognition criteria required for distributor
and  reseller  arrangements  are  not met, revenue is recognized as payments are
received.  Provisions  are  recorded  for  returns and bad debts.  The Company's
software arrangements do not contain multiple elements, and the Company does not
offer  post  contract  support.

Contingent  Liabilities

The  Company  accrues  and  discloses contingent liabilities in its consolidated
financial  statements  in  accordance  with  Statement  of  Financial Accounting
Standards  ("SFAS")  No.  5,  Accounting for Contingencies.  SFAS No. 5 requires
accrual of contingent liabilities that are considered probable to occur and that
can  be  reasonably  estimated.  For  contingent liabilities that are considered
reasonably  possible  to  occur,  financial  statement  disclosure  is required,
including  the  range  of possible loss if it can be reasonably determined.  The
Company has disclosed in its audited financial statements several issues that it
believes  are  reasonably  possible  to  occur, although it cannot determine the
range  of possible loss in all cases.  As these issues develop, the Company will
continue  to  evaluate the probability of future loss and the potential range of
such  losses.  If such evaluation were to determine that a loss was probable and
the  loss could be reasonably estimated, the Company would be required to accrue
its  estimated  loss,  which  would  reduce  net  income in the period that such
determination  was  made.

Reclassifications

Certain  reclassifications  have  been  made  to  the  prior  year  consolidated
financial  statements  to  conform  to  the  current year's presentation.  These
reclassifications  had no effect on previously reported results of operations or
retained  earnings.

Cash  and  Cash  Equivalents
----------------------------

The  Company  considers  all  highly  liquid investments purchased with original
maturities  of  three  months  or  less  to  be  cash  equivalents.

Concentration  of  Credit  Risk
-------------------------------

The  Company  places  its cash in what it believes to be credit-worthy financial
institutions.  However, cash balances may exceed FDIC and SPIC insured levels at
various  times  during  the  year.

Financial  instruments  that  could  potentially  subject  the  Company  to
concentration of credit risk include accounts receivable.  The Company generally
requires clients to pay invoices for service fees no later than one day prior to
the  applicable  payroll  date.  As such, the Company generally does not require
collateral.

Allowance  Method  Used  to  Record  Bad  Debts
-----------------------------------------------

The  Company  provides an allowance for doubtful accounts equal to the estimated
uncollectible amounts.  The Company's estimate is based on historical collection
experience  and a review of the current status of trade accounts receivable.  It
is reasonably possible that the Company's estimate of the allowance for doubtful
accounts will change.  Accounts receivable are presented net of an allowance for
doubtful  accounts of $725,000 and $280,000 at June 30, 2003, and June 30, 2002,
respectively.

Inventory
---------

Inventory  are  valued  at the lower of cost or market; cost being determined by
the  first-in,  first-out  method.

Long-Lived  Assets
------------------

Property  and  Equipment

Property  and  equipment  are  recorded  at  cost.  Depreciation,  including
amortization  of assets recorded under capitalized leases, is generally computed
on  a straight-line basis over the estimated useful lives of assets ranging from
three  to  seven years.  Amortization of leasehold improvements is provided over
the  initial term of the lease, on a straight-line basis.  Maintenance, repairs,
and  minor  renewals  and  betterments  are  charged  to  expense.

The  Company reviews the carrying value of property and equipment for impairment
whenever  events  and circumstances indicate that the carrying value of an asset
may  not  be recoverable from the estimated future cash flows expected to result
from  its  use  and  eventual disposition.  In cases where undiscounted expected
future  cash  flows  are  less  than  the  carrying value, an impairment loss is
recognized equal to an amount by which the carrying value exceeds the fair value
of  assets.  The  factors considered by management in performing this assessment
include  current  operating  results,  trends  and prospects, and the effects of
obsolescence,  demand,  competition,  and other economic factors.  Based on this
assessment, there was an impairment charge recorded of $64,000 at June 30, 2003.

Goodwill  and  Intangible  Assets

Long-lived assets are reviewed whenever indicators of impairment are present and
the  undiscounted  cash  flows  are  not sufficient to recover the related asset
carrying amount.  At June 30, 2003, intangible assets included the excess of the
investment  in  Greenland  Corporation  over  the  fair market of the net assets
acquired  of  approximately  $2,822,000.  The  intangible  assets  were reviewed
during  2003,  in  light of the Company's acquisition of Greenland Corp. and the
resultant  decline  in  the  market  value  of  Greenland's  stock.  This review
indicated  that  the  goodwill recorded as a result of the Greenland acquisition
was  impaired.  Consequently,  the  carrying  value  of  the  Greenland goodwill
totaling  $296,000  was  written off as a component of operating expenses during
2003.

At  June  30,  2002,  the  Company wrote off $1,750,000 of related to intangible
assets as the Company determined that such intangible assets have been impaired.
The write off consisted of $569,000 of goodwill that was recorded as a result of
the Company's acquisition of Eduadvantage.com in December 2000 and $1,181,000 of
the customer list recorded as a result of the Company's acquisition of SourceOne
Group  in November 2001.  The underlying businesses of both Eduadvantage.com and
SourceOne  Group  lost  a  significant  amount  of  the  revenue  base  that was
originally  purchased  by  the  Company  and  therefore,  a  write  down  of the
intangible  assets  purchased  in  these  acquisition  is  necessary  since  the
performance  on  an  undiscounted cash flow basis of the assets purchased is not
sufficient  to  recover  the  intangible  assets.

Patent  Costs
-------------

Patent  costs  include  direct  costs  of  obtaining  the patent.  Costs for new
patents  are  capitalized  and  amortized  over the estimated useful life of the
patent,  generally  over  the life of the patent on a straight-line method.  The
cost  of  patents in process is not amortized until issuance.  In the event of a
patent  being  superseded,  the  unamortized  costs are written off immediately.
Accumulated  amortization  relating  to  the patent was approximately $60,000 at
June  30,  2003,  and  none  for  2002  and  2001

Other  Intangible  Assets  -  Purchased  PEO  Contracts
-------------------------------------------------------

Other  intangible  assets  consist of purchased PEO contracts.  Other intangible
assets  are  recorded  at cost and amortized on a straight-line basis over their
estimated useful life, generally over the shorter of the definitive terms of the
related  agreements or five years.  Accumulated amortization was $49,000 at June
30,  2003,  and  none  for  2002  and  2001.

Advertising  Costs
------------------

The Company expenses advertising and promotion costs as incurred.  During fiscal
2003,  2002  and  2001,  the Company incurred advertising and promotion costs of
approximately  $22,000,  $66,000  and  $224,000,  respectively.

Research  and  Development
--------------------------

Research  and  development  costs  are  charged  to  expense  as  incurred.

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 year ended June 30, 2003: warrants - 6,002,356 and stock options -
34,158,100.

Offering  Costs
---------------

Offering  costs  including  distribution  fees,  due diligence fees, wholesaling
costs,  legal  and accounting fees, and printing are capitalized before the sale
of  the  related stock and then charged against gross proceeds when the stock is
sold.

Debt  Issuance  Costs
---------------------

Debt  issuance  costs  are  principally  the values attributed to the detachable
warrants  issued  in connection with the convertible debentures and the value of
the  preferential conversion feature associated with the convertible debentures.
These  debt  issuance costs are accounted for in accordance with Emerging Issues
Task  Force  ("EITF")  00-27  issued by the Financial Accounting Standards Board
("FASB").

Income  Taxes
-------------

The Company utilizes SFAS No. 109, "Accounting for Income Taxes," which requires
the  recognition  of deferred tax assets and liabilities for the expected future
tax  consequences  of events that have been included in the financial statements
or tax returns.  Under this method, deferred income taxes are recognized for the
tax  consequences in future years of differences between the tax bases of assets
and  liabilities  and their financial reporting amounts at each period end based
on  enacted  tax laws and statutory tax rates applicable to the periods in which
the differences are expected to affect taxable income.  Valuation allowances are
established,  when  necessary,  to  reduce  deferred  tax  assets  to the amount
expected  to  be  realized.

The Company recognizes the amount of taxes payable or refundable for the current
year  and recognizes deferred tax liabilities and assets for the expected future
tax  consequences  of  events  and transactions that have been recognized in the
Company's  financial  statements  or  tax  returns.  The  Company  currently has
substantial  net  operating loss carryforwards.  The Company has recorded a 100%
valuation  allowance against net deferred tax assets due to uncertainty of their
ultimate  realization.

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  years  ended  June  30:

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

(In thousands, except share amounts). . . .            2003               2002              2001
-------------------------------------------  ---------------  -----------------  ----------------

Net income (loss)
-------------------------------------------
   As reported. . . . . . . . . . . . . . .  $       (6,876)  $        (13,709)  $        (9,909)
-------------------------------------------  ---------------  -----------------  ----------------
Compensation recognized under APB No. 25. .               -                  -                 -
-------------------------------------------  ---------------  -----------------  ----------------
Compensation recognized under SFAS No. 123.            (425)              (942)                -
-------------------------------------------  ---------------  -----------------  ----------------
Pro forma . . . . . . . . . . . . . . . . .  $       (7,301)  $        (14,651)  $        (9,909)
-------------------------------------------  ===============  =================  ================

Basic earnings (loss) per share
-------------------------------------------
   As reported. . . . . . . . . . . . . . .  $        (0.07)  $          (1.12)  $         (1.51)
-------------------------------------------  ===============  =================  ================
   Pro forma. . . . . . . . . . . . . . . .  $        (0.08)  $          (1.20)  $         (1.51)
-------------------------------------------  ===============  =================  ================
</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.  No  options  were  granted in fiscal 2001.  The weighted
average  fair  values  and  weighted average assumptions used in calculating the
fair  values  were  as  follows  for  the  years  ended  June  30:

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

                                  2003    2002   2001
                                -------  ------  ----

Fair value of options granted.  $0.015   $0.56   N/A
------------------------------  -------  ------  ----
Risk-free interest rate. . . .     3.5%    3.5%  N/A
------------------------------  -------  ------  ----
Expected life (years). . . . .       3       1   N/A
------------------------------  -------  ------  ----
Expected volatility. . . . . .     431%    179%  N/A
------------------------------  -------  ------  ----
Expected dividends . . . . . .       -       -   N.A
------------------------------  -------  ======  ====
</TABLE>

Fair  Value  of  Financial  Instruments
---------------------------------------

For  certain  of  the  Company's  financial  instruments,  including  accounts
receivable, bank overdraft, accounts payable, and accrued expenses, the carrying
amounts  approximate  fair value, due to their relatively short maturities.  The
amounts  owed  for  long-term  debt  also approximate fair value because current
interest  rates  and  terms  offered to the Company are at current market rates.

Comprehensive  Loss
-------------------

The  Company  adopted  SFAS  No.  130,  "Reporting  Comprehensive Income."  This
statement establishes standards for reporting other comprehensive income and its
components in a financial statement.  Comprehensive income, as defined, includes
all  changes  in  equity  (net  assets)  during a period from non-owner sources.
Examples  of  items  to  be included in comprehensive income, which are excluded
from net income, include foreign currency translation adjustments and unrealized
gains  and losses on available-for-sale securities.  Comprehensive income is not
presented  in  the Company's financial statements since the Company did not have
any  of  the  items  of  other  comprehensive  income  in  any period presented.

Minority  Interest  in  Consolidated  Subsidiary
------------------------------------------------

"Minority  interest  in  consolidated  subsidiary"  represents  the  minority
stockholders'  proportionate  share  of the equity of QPI.  At June 30, 2003 the
Company  owned  88%  of  Greenland's capital stock, and has voting control.  The
Company's  88%  controlling  interest  requires  that  Greenland's operations be
included  in  the  consolidated financial statements.  The outstanding preferred
stock of Greenland that is not owned by the Company is shown as "Preferred Stock
-  minority  interest  in  subsidiary" in the 2003 and 2002 Consolidated Balance
Sheet.

Segment  Disclosure
-------------------

SFAS  No.  131,  "Disclosure  about  Segments  of  an  Enterprise  and  Related
Information,"  was  issued,  which  changes  the  way  public  companies  report
information  about  segments.  SFAS  No.  131,  which  is  based on the selected
segment  information,  requires  quarterly  and  entity-wide  disclosures  about
products  and services, major customers, and the material countries in which the
entity  holds  assets  and  reports  revenues.

Recent  Accounting  Pronouncements
----------------------------------

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

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

2.     ACCOUNTS  RECEIVABLE
       --------------------

Accounts  receivable  consisted  of  the  following  as  of:

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

(In thousands). . . . . . . . . . . .  JUNE 30,
-------------------------------------  ----------
                                            2003    2002
                                       ----------  ------

Accounts receivable . . . . . . . . .  $   1,232   $ 909
-------------------------------------  ----------  ------
Less allowance for doubtful accounts.       (725)   (280)
-------------------------------------  ----------  ------
     Accounts receivable, net . . . .  $     507   $ 629
-------------------------------------  ==========  ======
</TABLE>

The  Company  reviews  accounts  receivable  periodically  during  the  year for
collectibility.  An  allowance  for  doubtful  accounts  and  sales  returns  is
established  for  any  receivables whose collection is in doubt or for estimated
returns.

3.     INVENTORY

The  Company  wrote  down  its  inventory  during  the year ended June 30, 2003.
Inventory  consisted  of  the  following  as  of:

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

(In thousands). . . . . . . .  JUNE 30,
-----------------------------  -----------------
                                           2003            2002
                               -----------------  --------------
Inventory
-----------------------------
     Materials and supples. .  $              -   $         261
-----------------------------  -----------------  --------------
     Finished goods . . . . .               308             165
-----------------------------  -----------------  --------------
                                            308             426
                               -----------------  --------------
     Less: Inventory reserve.              (293)           (275)
-----------------------------  -----------------  --------------
Inventory, net. . . . . . . .  $             15   $         151
-----------------------------  =================  ==============
</TABLE>

4.     RELATED  PARTY  TRANSACTIONS

Transactions  with  a  Director  of  the  Company
-------------------------------------------------

A  director  of  the Company is a majority shareholder in a consulting firm that
provides  management  and public relations services to the Company.  The Company
accrued  consulting  fees  and expenses to this consulting firm in the amount of
approximately  $120,000  and  $60,000  in  2003  and  2002,  respectively.

Transactions  with  Officers  and  Key  Executives
--------------------------------------------------

During  2003  and  2002,  common  stock  with  an aggregate fair market value of
$60,000  and  $444,000,  respectively,  was  awarded  to  key  executives  as
compensation  and  advances.

5.     PROPERTY  AND  EQUIPMENT

Property  and  equipment  consisted  of  the  following  as  of:

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

(In thousands) . . . . . . . . . . .  JUNE 30,
------------------------------------  ---------------
                                                 2003   2002
                                      ---------------  -----
Property and equipment, net
------------------------------------
     Computers and other equipment .  $           150  $ 155
------------------------------------  ---------------  -----
     Office furniture and equipment.                -     57
------------------------------------  ---------------  -----
     Leasehold improvements. . . . .                -      -
------------------------------------  ---------------  -----
                                      $           150  $ 212
                                      ===============  =====
</TABLE>

Depreciation  and  amortization expense for the years ended June 30, 2003, 2002,
and  2001,  was  approximately,  $200,000,  $118,000 and $806,000, respectively.

6.     ACQUISITIONS

ExpertHR  of  Oklahoma
----------------------

Effective  April  1,  2003,  the  Company  formed  a  wholly-owned subsidiary of
Greenland  Corporation, ExpertHR Oklahoma.  Subsequent to its formation, the new
Company  purchased  a group of PEO clients for $921,000 of convertible preferred
stock of Greenland Corporation.  ExpertHR of Oklahoma, Inc., at that time, was a
newly  formed  corporation  whose  only asset was the PEO contracts purchased by
Greenland.  The entire purchase price of the purchased contracts of $921,000 has
been  allocated  to contracts in the accompanying consolidated balance sheet and
is  being  amortized  over  the  expected  life  of  the  contracts  of  5 years

Greenland  Corporation
----------------------

On  January  14,  2003,  the  Company  completed  the  acquisition  of  shares,
representing  controlling  interest,  of  Greenland  Corporation  ("Greenland").
Under the terms of the Greenland acquisition, ITEC acquired 19,183,390 shares of
common  stock  of  Greenland  and  received  warrants  to purchase an additional
95,319,510  shares of Greenland common stock contingent upon the contribution of
certain  PEO  contracts  to Greenland.  The payment of the exercise price of the
warrants  was  made  via  the  contribution  of the required PEO contracts.  The
purchase  price  was  $2,225,000  in  the  form  of a promissory note payable to
Greenland  and  is  convertible  into shares of ITEC common stock, the number of
which  will be determined by a formula applied to the market price of the shares
at  the  time  that  the  promissory  note is converted.  The promissory note of
$2,225,000  is  payable to Greenland and is eliminated during the consolidation.

The Company contributed the required PEO contracts to Greenland resulting in the
warrants  being exercised.  115.1 million Greenland common shares were issued to
ITEC  and  delivered  pursuant  to  the  terms  of  the  Closing Agreement.  The
conditions  of  the  exercise of warrants pursuant to the Closing Agreement were
met.  Accordingly, ITEC holds voting rights to 115.1 million shares of Greenland
common  stock, representing approximately 85% of the total outstanding Greenland
common  shares.

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

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

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

Pursuant  to the terms of the Agreement, the actual purchase price was $0, based
on  the  stated  purchase  price of $2,225,000 per the agreement less promissory
note  payable  to  $2,225,000  to  Greenland,  which  was  eliminated  in  the
consolidation.

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

The  total  purchase  price was valued at approximately $0 and is summarized and
allocated  as  follows  in  accordance  with  SFAS  No.  141  and  142:

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

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

The  excess  purchase  price  was  allocated to goodwill, as there were no other
identifiable  intangible  assets  of  Greenland in which to allocate part of the
purchase  price.

Quik  Pix,  Inc.
----------------

On  January 14, 2003, ITEC completed its acquisition of approximately 85% of the
issued  and  outstanding  shares of common stock of Quik Pix, Inc. ("QPI").  The
purchase  price  was 12,500,000 shares of ITEC restricted common stock valued at
$125,000.  In  addition,  ITEC  agreed  to  pay $45,000 to a shareholder of QPI.

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

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

Pursuant  to  the terms of the Agreement, the actual purchase price was $170,000
based  on  the fair value of the common stock issued of $125,000 and the payable
of  $45,000  to  a  shareholder  of  QPI.

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

The  total purchase price was valued at approximately $170,000 and is summarized
as  follows  in  accordance  with  SFAS  No.  141  and  142:

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

(In thousands)
---------------------------------------
Other current assets. . . . . . . . . .  $  280
---------------------------------------  -------
Property and equipment. . . . . . . . .      11
---------------------------------------  -------
Other non-current assets. . . . . . . .      18
---------------------------------------  -------
Accounts payable and accrued expenses,
   and other current liabilities. . . .    (865)
---------------------------------------  -------
Other long-term liabilities . . . . . .    (892)
---------------------------------------  -------
Patent. . . . . . . . . . . . . . . . .   1,618
---------------------------------------  -------
Purchase price. . . . . . . . . . . . .  $  170
---------------------------------------  =======
</TABLE>

The  excess purchase price of $1,618,000 was allocated to QPI's patent.  QPI has
a  patent  related  to  Photomotion  images,  which  expires in July 2020.  This
intangible  asset  is  being  amortized  over  the remaining life of the patent.

Dream  Canvas  Technology,  Inc.
--------------------------------

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

SourceOne,  Inc.
----------------

On  November  12,  2001,  the  Company acquired all of the outstanding shares of
SourceOne, Inc. ("SourceOne") from Neotactix, Inc. for 500,000 shares (valued at
$300,000)  of  the  Company's  common  stock  and  the assumption of $750,000 of
payments  due  SourceOne  from  Neotactix.  The Company paid $250,000 in cash at
closing.  The  balance  of  $500,000  is payable in cash or stock on a quarterly
payment  schedule  beginning  in April 2002.  If the Company chooses to pay this
debt  in  stock,  the stock issued must be registered with the SEC and the price
per share will be the best bid price on the day the payment is made.  As of June
30,  2002,  the  Company  has  not  made  any  additional  payments, as there is
currently a dispute over certain liabilities that have arisen since the purchase
date.

SourceOne  is  a  professional  employer  organization  ("PEO")  that  provides
comprehensive  personnel  management  services,  including  benefits and payroll
administration,  health  and workers' compensation insurance programs, personnel
records  management,  and  employer  liability  management.

The  following  summarized  the  fair  market  values  net  assets  acquired:

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

(In thousands)
-------------------------------------------

ASSETS
-------------------------------------------
   Cash and cash equivalents. . . . . . . .  $            215
-------------------------------------------  -----------------
   Accounts receivable. . . . . . . . . . .             1,162
-------------------------------------------  -----------------
   Equipment. . . . . . . . . . . . . . . .                21
-------------------------------------------  -----------------
   Other assets . . . . . . . . . . . . . .               206
-------------------------------------------  -----------------
      Total assets. . . . . . . . . . . . .             1,604
-------------------------------------------  -----------------

LIABILITIES
-------------------------------------------
   Accounts payable . . . . . . . . . . . .               (99)
-------------------------------------------  -----------------
   Payroll liabilities. . . . . . . . . . .            (1,379)
-------------------------------------------  -----------------
   Notes payable. . . . . . . . . . . . . .              (200)
-------------------------------------------  -----------------
   Other liabilities. . . . . . . . . . . .              (213)
-------------------------------------------  -----------------
      Total liabilities . . . . . . . . . .            (1,891)
-------------------------------------------  -----------------

Excess of liabilities over assets acquired.               287
-------------------------------------------  -----------------
Total consideration given . . . . . . . . .             1,050
-------------------------------------------  -----------------
       Customer list. . . . . . . . . . . .  $          1,337
-------------------------------------------  =================
</TABLE>

The  customer list purchased in the above acquisition was being amortized over a
period of five years.  The value of the customer list at the date of acquisition
was  greater  than  the  excess purchase price so the entire excess purchase was
allocated  to  the  customer  list.

EduAdvantage

Effective  December  1, 2000, the Company acquired all of the outstanding shares
of  Eduadvantage.com  in  exchange  for  175,000  of the Company's common stock.
EduAdvantage.com  is  a  California  corporation  that is primarily engaged in a
web-based  business.  The  acquisition  has  been  accounted  for  as a purchase
transaction.  The  following  summarized  the  net  assets  acquired.

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

(In thousands)
-------------------------------
Assets
-------------------------------
   Receivables. . . . . . . . .  $  78
-------------------------------  ------
   Equipment. . . . . . . . . .      3
-------------------------------  ------
   Goodwill . . . . . . . . . .    687
-------------------------------  ------
                                   768
                                 ------
Less assumption of liabilities.   (495)
-------------------------------  ------
Net assets acquired . . . . . .  $ 273
-------------------------------  ======
</TABLE>

Asset  Acquisition

On  March  1,  2003,  the Company purchased certain PEO contracts from Staff Pro
Leasing 2 and Staff Pro Leasing, Inc. for $269,483.  The purchase price was paid
via  an  initial cash payment of $44,915 and the remainder of the purchase price
is  in  the  form  of  a  promissory note to be paid over 24 months.  The entire
purchase  price  is  shown as contracts in the accompanying consolidated balance
sheet and is being amortized over the expected life of the contracts of 5 years.

On  October  25,  2001,  the  Company acquired certain assets from three related
parties.  These  assets  related  to  the Company's office products and services
business  activities,  and  represent  an  aggregate of $250,000, which included
inventory,  fixed  assets  and  accounts  receivable.  The purchase price of the
assets  was  375,000 shares of the Company's common stock that was determined by
the  market  price  of the Company's common stock at the date of acquisition.  -
The  number  of  shares  issued  in this transaction was subsequently reduced to
$250,000  thus  reducing  the  purchase  price  to  $173,333.

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

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

(In thousands, except per share data)  YEAR ENDED JUNE 30,
-------------------------------------  ---------------------
                                                       2003       2002       2001
                                       ---------------------  ---------  ---------

Net revenue, as reported. . . . . . .  $              4,190   $  7,408   $  3.452
-------------------------------------  ---------------------  ---------  ---------
Net revenue, pro forma. . . . . . . .  $              4,473   $ 10,862   $  7,104
-------------------------------------  ---------------------  ---------  ---------

Net loss, as reported . . . . . . . .  $             (6,855)  $(13,688)  $ (9,888)
-------------------------------------  ---------------------  ---------  ---------
Net loss, pro forma . . . . . . . . .  $             (9,059)  $(20,877)  $(18,811)
-------------------------------------  ---------------------  ---------  ---------

Loss per share, as reported . . . . .  $              (0.07)  $  (1.12)  $  (1.51)
-------------------------------------  ---------------------  ---------  ---------
Loss per share, pro forma . . . . . .  $              (0.11)  $  (0.84)  $  (0.96)
-------------------------------------  ---------------------  ---------  ---------
</TABLE>

7.     OTHER  ACCRUED  EXPENSES

Other  accrued  expenses  consisted  of  the  following  as  of:

<TABLE>
<CAPTION>
<S>                                            <C>           <C>
(In thousands). . . . . . . . . . . . . . . .  JUNE 30,
                                                       2003       2002
                                               ------------  ---------

          Compensation and employee benefits.  $      2,130  $   1,542
          Interest. . . . . . . . . . . . . .         5,134      3,858
          Payroll and sales tax payable . . .           993          -
         IRS levy payable . . . . . . . . . .           105          -
         Penalties. . . . . . . . . . . . . .         1,886          -
         Commissions. . . . . . . . . . . . .           503          -
          Other . . . . . . . . . . . . . . .         1,084        356
                                               ------------  ---------
                                               $     11,835  $   5,756
                                               ============  =========
</TABLE>

8.     DEBT

Borrowings  Under  Banks  Notes  Payable
----------------------------------------

On  June  6, 2000, the Company entered into a settlement agreement with Imperial
Bank  ("Imperial").  Under  this  agreement,  the Company would pay $150,000 per
month  until  the  balance  was  paid  in  full.  Payments  have been reduced to
$100,000  per  month  through  January  2002  and  further  reduced  to  $50,000
subsequent  to  January  2002.  During the year ended June 30, 2002, the Company
paid  $1,023,000  toward  this obligation.  Due to the uncertainty regarding the
Company's  ability  to  meet  its  obligations  and  certain defaults under this
agreement,  the  debt  has  been  classified  as  current.  The debt is accruing
interest  at 12.9% per annum, which will be waived if all principal payments are
made  timely.  Accrued  interest  related  to  these notes due Imperial totaling
$1,375,000  at June 30, 2003 is included in other accrued expenses.  The debt is
collateralized  by  substantially all assets of the Company.  The balance due to
Imperial  at June 30, 2003 and 2002 was $1,490,000 and $1,615,000, respectively.

As  of  June  30,  2003  and  2002, the Company owed Export-Import Bank ("ExIm")
$1,680,000  plus  interest  under  a  Working Capital Guarantee Facility whereby
Imperial  made  a  demand  upon  ExIm who responded by making a claim payment to
Imperial.  The note bears interest at 10% per annum.  ExIm has made a demand for
immediate  payment  and  note  is  currently  in  default.

The  following  is  a  summary  of  the  borrowings  under  bank  notes payable:

<TABLE>
<CAPTION>
<S>                  <C>            <C>
(In thousands). . .  JUNE 30,
                              2003           2002
                     -------------  -------------
Imperial. . . . . .  $       1,490  $       1,615
Export-Import Bank.          1,680          1,680
                     -------------  -------------
   Total. . . . . .  $       3,170  $       3,295
                     =============  =============
</TABLE>

Notes  Payable,  including  amounts  due  to  related  parties
--------------------------------------------------------------

The following summarizes short-term notes payable, which are in default, and due
on  demand:

<TABLE>
<CAPTION>
<S>                                                    <C>         <C>
(In thousands). . . . . . . . . . . . . . . . . . . .  JUNE 30,
                                                            2003      2002
                                                       ----------  --------
Payable to suppliers, 10% . . . . . . . . . . . . . .  $       -   $    41
Payable to shareholders, 8% . . . . . . . . . . . . .        150       515
Payable in connection with SourceOne acquisition, 10%          -       700
Payable in connection with QPI acquisition. . . . . .        575         -
Payable in connection with Greenland acquisition. . .        427         -
Payable in connection with acquisition of SraffPro. .         87         -
Payable to individual, 10%. . . . . . . . . . . . . .         14        40
Payable to related party. . . . . . . . . . . . . . .        250         -
Payable to a former directors, 16%. . . . . . . . . .      1,500     1,500
                                                       ----------  --------
                                                           3,003     2,796
Less current portion. . . . . . . . . . . . . . . . .     (2,097)   (2,796)
                                                       ----------  --------
Long-term portion . . . . . . . . . . . . . . . . . .  $     906   $     -
                                                       ==========  ========
</TABLE>

Notes  payable  mature  as  follows:

<TABLE>
<CAPTION>
<S>                                <C>
(In thousands)
During the years ended June 30,
2004. . . . . . . . . . . . . . .  $2,097
2005. . . . . . . . . . . . . . .     906
2006. . . . . . . . . . . . . . .       -
2007. . . . . . . . . . . . . . .       -
                                   ------
       3,003
=================================
</TABLE>

Convertible  Debentures
-----------------------

On  December  12,  2000,  the  Company  entered into a Convertible Note Purchase
Agreement  with  Amro International, S.A., Balmore Funds, S.A. and Celeste Trust
Reg.  Pursuant  to  this  agreement,  the Company sold to each of the purchasers
convertible  promissory  notes  in  the  aggregate  principal amount of $850,000
bearing  interest  at the rate of eight percent (8%) per annum, due December 12,
2003,  each  convertible  into  shares  of the Company's common stock.  Interest
shall  be  payable, at the option of the purchasers, in cash or shares of common
stock.  At  any  time  after the issuance of the notes, each note is convertible
into such number of shares of common stock as is determined by dividing (a) that
portion  of  the  outstanding  principal  balance  of the note as of the date of
conversion  by (b) the lesser of (x) an amount equal to seventy percent (70%) of
the  average closing bid prices for the three (3) trading days prior to December
12, 2000 and (y) an amount equal to seventy percent (70%) of the average closing
bid  prices  for the three (3) trading days having the lowest closing bid prices
during  the  thirty  (30) trading days prior to the conversion date. The Company
has  recognized  interest  expense  of  $364,000  relating  to  the  beneficial
conversion  feature  of  the  above  notes.  Additionally,  the Company issued a
warrant  to  each  of the purchasers to purchase 502,008 shares of the Company's
common  stock at an exercise price equal to $1.50 per share.  The purchasers may
exercise  the  warrants through December 12, 2005.  During fiscal 2003, 2002 and
2001, notes payable of $0, $0 and $675,000, respectively, was converted into the
Company's  common  stock.

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

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

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

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

On  August  5,  2002,  the  Company  entered  into  a  convertible note purchase
agreement with an investor in the aggregate principal amount of $100,000 bearing
interest  at  the  rate  of  eight  percent  (8%) per annum, due August 5, 2005,
convertible  into shares of the Company's common stock.  Interest is payable, at
the  option  of  the  investor, in cash or shares of the Company's common stock.
The note is convertible into such number of shares of the Company's common stock
as  is  determined  by  dividing  (a)  that portion of the outstanding principal
balance  of  the  note by (b) the conversion price.  The conversion price equals
the  lesser  of (x) $0.03 and (y) 70% of the average of the 3 lowest closing bid
prices  during  the 30 trading days prior to the conversion date.  In accordance
with  EITF  00-27,  the value of the note was allocated between the note and the
preferential  conversion  feature,  which  amounted  to  $57,000  and  $43,000,
respectively.

On  January  31,  2003,  the  Company  entered  into a convertible note purchase
agreement with an investor whereby the Company converted a previous advance from
the  investor  into  a  convertible  promissory  note in the aggregate principal
amount of $150,000 bearing interest at the rate of eight percent (8%) per annum,
due  January  31,  2005,  convertible into shares of the Company's common stock.
Interest  is  payable,  at  the option of the investor, in cash or shares of the
Company's  common  stock.  The note is convertible into such number of shares of
the  Company's common stock as is determined by dividing (a) that portion of the
outstanding  principal  balance  of  the  note by (b) the conversion price.  The
conversion  price equals the lesser of (x) $0.0226 and (y) 70% of the average of
the  3  lowest  closing  bid  prices  during  the  30  trading days prior to the
conversion  date.  In  accordance  with  EITF  00-27,  the value of the note was
allocated  between  the  note  and  the  preferential  conversion feature, which
amounted  to  $86,000  and  $64,000,  respectively.

On  April  1,  2003,  the  Company  entered  into  a  convertible  note purchase
agreements  with  three  investors  whereby  the  Company  converted  a previous
advances from the investors into a convertible promissory notes in the aggregate
principal  amount of $390,000 bearing interest at the rate of eight percent (8%)
per  annum,  due  April 1, 2005, convertible into shares of the Company's common
stock.  Interest is payable, at the option of the investor, in cash or shares of
the  Company's common stock.  The note is convertible into such number of shares
of  the  Company's common stock as is determined by dividing (a) that portion of
the  outstanding principal balance of the note by (b) the conversion price.  The
conversion  price equals the lesser of (x) $0.0226 and (y) 70% of the average of
the  3  lowest  closing  bid  prices  during  the  30  trading days prior to the
conversion  date.  In  accordance  with  EITF  00-27,  the value of the note was
allocated  between  the  note  and  the  preferential  conversion feature, which
amounted  to  $223,000  and  $167,000,  respectively.

Below  is  a  roll-forward  schedule  of  the  convertible  debentures:

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

(In thousands)
---------------------------------------------------------
Balance at June 30, 2001. . . . . . . . . . . . . . . . .  $          175
---------------------------------------------------------  ---------------
Issuance of convertible debentures during the year. . . .           2,000
---------------------------------------------------------  ---------------
Converted into common stock . . . . . . . . . . . . . . .             (70)
---------------------------------------------------------  ---------------
Value of warrants issued with convertible debentures. . .          (1,209)
---------------------------------------------------------  ---------------
Value of preferential conversion feature. . . . . . . . .            (791)
---------------------------------------------------------  ---------------
Amortization of value of warrants . . . . . . . . . . . .             437
---------------------------------------------------------  ---------------
Amortization of value of preferential conversion feature.             261
---------------------------------------------------------  ---------------
Balance at June 30, 2002. . . . . . . . . . . . . . . . .  $          803
---------------------------------------------------------  ---------------

Issuance of convertible debentures during the year. . . .             640
---------------------------------------------------------  ---------------
Converted into common stock . . . . . . . . . . . . . . .            (164)
---------------------------------------------------------  ---------------
Value of preferential conversion feature. . . . . . . . .            (274)
---------------------------------------------------------  ---------------
Amortization of value of warrants . . . . . . . . . . . .             477
---------------------------------------------------------  ---------------
Amortization of value of preferential conversion feature.             375
---------------------------------------------------------  ---------------
Balance at June 30, 2003. . . . . . . . . . . . . . . . .  $        1,857
---------------------------------------------------------  ===============
</TABLE>

The weighted average interest rate on notes payable outstanding at June 30, 2003
and  2002,  was  8.7%  and  9.7%  respectively.

9.     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  September  28, 2001, the Company's shareholders approved a Board proposal to
amend  the  Certificate  of  Incorporation  to  increase the number of shares of
common  stock  that  the  Company  is  authorized  to  issue from 200,000,000 to
500,000,000  shares.

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.

5%  Series  A  Convertible,  Redeemable  Preferred  Stock
---------------------------------------------------------

Holders  of  the  5%  convertible  preferred  stock ("Series A") are entitled to
receive, when and as declared by the Board of Directors, but only out of amounts
legally  available  for  the  payment  thereof, cumulative cash dividends at the
annual  rate  of  $50.00  per  share,  payable  semi-annually.

The  5%  convertible preferred stock is convertible, at any time, into shares of
the  Company's  common  stock,  at  a  price  of  $17.50 per common share.  This
conversion  price  is subject to certain anti-dilution adjustments, in the event
of  certain  future  stock splits or dividends, mergers, consolidations or other
similar  events.  In addition, the Company shall reserve, and keep reserved, out
of  its  authorized  but  un-issued shares of common stock, sufficient shares to
effect  the  conversion  of  all  shares  of the 5% convertible preferred stock.

In  the  event  of  any  involuntary  or  voluntary liquidation, dissolution, or
winding  up  of  the  affairs  of  the  Company,  the  5%  convertible preferred
shareholders  shall  be  entitled  to  receive  $1,000  per share, together with
accrued dividends, to the date of distribution or payment, whether or not earned
or  declared.

The 5% convertible preferred stock is callable, at the Company's option, at call
prices  ranging  from $1,050 to $1,100 per share.  No call on the 5% convertible
preferred  stock  was  made  during  fiscal 2003, 2002 and 2001.  As of June 30,
2003,  the  accumulated  dividend  in  arrears was approximately $381,000 on the
Series  A.

Private  Equity  Line  Of  Credit  Agreement
--------------------------------------------

On  July  5,  2000,  the  Company  entered  into a Private Equity Line of Credit
Agreement  with  Impany  Investment  Limited  ("Impany").  Pursuant  to  this
agreement,  the Company has the right, subject to certain conditions, to sell up
to  $36,000,000  of common stock over the next two years to Impany, which Impany
may  resell  to  the public under a registration statement filed with the SEC in
September  2000.  (The  SEC  has  not  yet  declared this registration statement
effective).  Beginning  on  the  date  the  registration  statement  is declared
effective  by  the SEC, and continuing for two years thereafter, the Company may
in  its  sole  discretion  sell, or put, shares of the Company's common stock to
Impany.  From  time  to  time  during the two-year term, the Company may make 18
monthly  draw downs, by giving notice and requiring Impany to purchase shares of
the  Company's  common stock, for the draw down amount.  Impany's purchase price
will  be  based  upon  the average of the three lowest closing bid prices of the
common  stock over the period of five (5) trading days during which the purchase
price  of  the  common  stock  is determined with respect to the put date, which
period  shall  begin  two (2) trading days prior to the put date and end two (2)
trading  days  following  the  put  date.  During  fiscal 2001, the Company sold
$750,000  of common stock under this agreement.  Funding under this agreement is
not  currently  available  to the Company since the Company has not been able to
get  its  registration  statement  declared  effective  by  the  SEC.

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

In  August 2000, the Company issued "retention" warrants to employees that allow
the  purchase  of  up  to  166,050 shares of common stock at a purchase price of
$0.20  per  share.  These  warrants became exercisable in January 2001 for those
employees  who  have  remained employed by the Company through that period.  The
Company  took a charge of approximately $175,000 since the exercise price of the
warrants  was  less  than the value of the Company's common stock at the date of
issuance.

In  August  2000, the Company issued warrants to officers and key employees that
allow  the  purchase  of  106,800  shares of common stock at a purchase price of
$6.00  per  share.  These  warrants  are  exercisable  immediately.

In  December 2000 in connection with the issuance of a convertible note payable,
the  Company  issued warrants to purchase 502,000 shares of the Company's common
stock  at  an  exercise  price  equal  to  $1.50  per share.  The purchasers may
exercise  the  warrants  through December 12, 2005.  The value of these warrants
was  estimated  at  $123,000  using the Black-Scholes option-pricing model.  The
following  assumptions  were  used:  average  risk-free  interest  rate of 4.0%;
expected  life  of 1 year; dividend yield of 0%; and expected volatility of 30%.

In  connection  with  the  Private  Equity Line of Credit Agreement, the Company
issued  a  warrant on July 5, 2000 to Impany to purchase up to 100,000 shares of
its  common  stock  at  an exercise price equal to $11.40 per share.  Impany may
exercise  the  warrant through January 5, 2003.  The value of these warrants was
estimated  at  $145,000  using  the  Black-Scholes  option-pricing  model.  The
following  assumptions  were  used:  average  risk-free  interest  rate of 4.0%;
expected  life  of 1 year; dividend yield of 0%; and expected volatility of 30%.

In connection with certain convertible debentures issued during fiscal 2002, the
Company  issued  to  the  debenture holders warrants to purchase up to 5,061,450
shares  of its common stock at an exercise prices ranging from $0.0332 to $1.30.
The  warrants  expire  between July 26, 2006 and January 22, 2009.  The value of
these  warrants  was  estimated at $1,209,000.  The Black-Scholes option-pricing
model  was  used  to  determine  the  value  of  these  warrants.  The following
assumptions were used: average risk-free interest rate of 3.5%; expected life of
5  years;  dividend yield of 0%; and expected volatility of 179%.  The value was
then  compared  to  the  value  of  the underlying convertible debenture and the
proportionate  value  was assigned to the detachable warrants and the underlying
convertible  debenture.  The  value  of  the  warrants  of  $1,209,000  is being
amortized  over  the  term  of  the  underlying  convertible  debenture.  The
amortization  expense  for  fiscal  2002  was  $437,000.

In  fiscal  2002,  the  Company  also  issued  4,750,300  warrants  to  certain
consultants.  The  exercise  prices  of  the warrants range from $0.10 to $0.80.
All  these  warrants  were  exercised  during  fiscal  2002.  The value of these
warrants  was  estimated  at  $1,584,000  using the Black-Scholes option-pricing
model.  The  following assumptions were used: average risk-free interest rate of
3.5%;  expected life of 1 year; dividend yield of 0%; and expected volatility of
179%.

In  fiscal  2003,  the  Company  also  issued  2,830,300  warrants  to  certain
consultants.  The  exercise  prices  of  the warrants range from $0.05 to $0.10.
All  these  warrants  were  exercised  during  fiscal  2003.  The value of these
warrants  was estimated at $70,000 using the Black-Scholes option-pricing model.
The  following  assumptions  were used: average risk-free interest rate of 3.5%;
expected  life  of  0.25 years; dividend yield of 0%; and expected volatility of
179%.

The  following  is  a  summary  of  the  warrant  activity:

<TABLE>
<CAPTION>
<S>                           <C>               <C>
                              UNDERLYING
                              COMMON
                              PRICE PER SHARE   SHARES
                              ----------------  -----------

JUNE 30, 2000. . . . . . . .  $   8.20 - $1.50     517,900
     Granted . . . . . . . .  $  0.20 - $11.40     874,850
     Exercised . . . . . . .  $   0.20 - $8.00    (317,950)
     Canceled. . . . . . . .  $20.00 - $125.00     (33,850)
                                                -----------

JUNE 30, 2001. . . . . . . .  $  0.20 - $11.40   1,040,950
     Granted . . . . . . . .  $  0.102 - $1.30   9,811,700
     Exercised . . . . . . .  $   0.20 - $8.00  (4,750,300)
     Canceled. . . . . . . .                 -
                              ----------------

JUNE 30, 2002. . . . . . . .  $  0.20 - $11.40   6,102,350
     Granted . . . . . . . .  $   0.05 - $0.10   2,830,000
     Exercised . . . . . . .  $   0.05 - $0.10  (2,830,000)
     Canceled. . . . . . . .  $          11.40    (100,000)
                                                -----------

Exercisable at June 30, 2003  $  0.20 - $10.00   6,002,350
                                                ===========
</TABLE>

The  weighted average remaining contractual life of warrants outstanding at June
30,  2003 is 4.2 years.  Of the warrants exercisable at June 30, 2003, 4,565,010
have  an  exercise price ranging from $0.20 to $0.76 and the remaining 1,437,340
have  an  exercise  price  ranging  from  $1.30  to  $10.00.

For  warrants  granted  during  the  year ended June 30, 2003 where the exercise
price  was  less  than  the  stock  price  at  the  date  of  the  grant,  the
weighted-average  fair value of such options was $0.025 and the weighted-average
exercise  price of such options was $0.0558.  In connection with the issuance of
these warrants, the Company recognized an expense of $70,000.  The fair value of
these  warrants  was  determined  using  the  Black-Scholes  pricing  model.

Common  Stock  Option  Plans
----------------------------

In  July  1984  ("1984  Plan"),  November 1987 ("1988 Plan") and September, 1996
("1997  Plan"),  the  Company  adopted stock option plans, under which incentive
stock  options  and  non-qualified  stock  options  may be granted to employees,
directors,  and  other  key  persons, to purchase shares of the Company's common
stock,  at an exercise price equal to no less than the fair market value of such
stock  on  the  date  of grant, with such options exercisable in installments at
dates  typically  ranging  from one to not more than ten years after the date of
grant.

Under the terms of the 1988 and 1997 Plans, loans may be made to option holders,
which  permit  the  option  holders  to  pay the option price, upon exercise, in
installments.  A  total  of  10,600  and  50,000  shares  of  common  stock  are
authorized  for  issuance  under  the  1988  and  1997  Plans,  respectively.

No  shares  are  available  for  future  issuance under the 1984 Plan due to the
expiration of the plan during 1994.  As of June 30, 1999, options to acquire 100
shares were outstanding under the 1984 Plan and options to acquire 33,500 shares
remained  available  for  grant  under  the  1988  and  1997  Plans.

In  addition,  the  Board  of  Directors,  outside the 1984, 1988 and 1997 Plans
("Outside  Plan"), granted to employees, directors and other key persons of ITEC
or its subsidiaries options to purchase shares of the Company's common stock, at
an  exercise  price equal to no less than the fair market value of such stock on
the  date  of grant.  Options are exercisable in installments at dates typically
ranging  from  one  to  not  more  than  ten  years  after  the  date  of grant.

In  October  1995,  the  Board  of  Directors  authorized the exercise price for
employee  options  and  warrants  to  be  reduced  to  the current market value.
Accordingly,  the exercise price on an aggregate of 911 and 13,750 options under
the  1988  and  Outside  Plans,  respectively,  were canceled and reissued at an
exercise  price  of  $20.00  per  share.

The  1997  Employee  Stock  Purchase  Plan ("Purchase Plan") was approved by the
Company's  shareholders  in September 1996.  The Purchase Plan permits employees
to  purchase the Company's common stock at a 15% discounted price.  The Purchase
Plan  is  designed  to encourage and assist a broad spectrum of employees of the
Company to acquire an equity interest in the Company through the purchase of its
common  stock.  It  is  also intended to provide participating employees the tax
benefits  under  Section 421 of the Code.  The Purchase Plan covers an aggregate
of  25,000  shares  of  the  Company's  common  stock.

All  employees,  including  executive  officers and directors who are employees,
customarily  employed  more than 20 hours per week and more than five months per
year  by  the  Company  are  eligible to participate in the Purchase Plan on the
first  enrollment  date  following  employment.  However,  employees  who  hold,
directly  or  through  options, five percent or more of the stock of the Company
are  not  eligible  to  participate.

Participants may elect to participate in the Purchase Plan by contributing up to
a  maximum of 15 percent of their compensation, or such lesser percentage as the
Board  may  establish from time to time.  Enrollment dates are the first trading
day  of  January,  April,  July  and  October  or  such  other  dates  as may be
established  by  the  Board  from time to time.  On the last trading day of each
December,  March,  June and September, or such other dates as may be established
by  the  Board  from time to time, the Company will apply the funds then in each
participant's  account  to  the  purchase  of  shares.  The  cost  of each share
purchased is 85 percent of the lower of the fair market value of common stock on
(i) the enrollment date or (ii) the purchase date.  The length of the enrollment
period may not exceed a maximum of 24 months.  No participant's right to acquire
shares  may  accrue  at  a rate exceeding $25,000 of fair market value of common
stock  (determined  as  of the first trading day in an enrollment period) in any
calendar  year.  No  shares  have  been  issued  under  the  Purchase  Plan.

2001  Stock  Option  and  Stock  Purchase  Plans.
-------------------------------------------------

The  Company's  shareholders  approved  the  2001 Stock Option Plan, pursuant to
which  5,000,000  shares  of  common stock are reserved for issuance to eligible
employees  and  directors  of,  and  consultants  to,  the Company or any of its
subsidiaries.  Upon  expiration,  cancellation  or  termination  of  unexercised
options,  the  shares of the Company's Common Stock subject to such options will
again  be  available  for the grant of options under the 2001 Stock Option Plan.
Options  granted  under  the  2001  Stock Option Plan may either be incentive or
nonqualified  stock  options.

The  Company's  shareholders  approved the 2001 Stock Purchase Plan, as amended,
which  enables  eligible  employees to purchase in the aggregate up to 2,500,000
shares  of  common  stock.


Stock  Option  Activity
-----------------------

The  following  is  a  summary  of  the  stock  option  activity:

<TABLE>
<CAPTION>
<S>                           <C>                   <C>
                              STOCK OPTION PLANS
                              --------------------
                              UNDERLYING
                              PRICE PER             COMMON
                              SHARE                 SHARES
                              --------------------

JUNE 30, 2000. . . . . . . .  $   18.20 - $169.00       11,750
     Granted . . . . . . . .  $      2.80 - $6.80            -
     Exercised . . . . . . .  $     2.80 - $23.80            -
     Canceled. . . . . . . .  $   18.20 - $169.00       (3,650)
                                                    -----------

JUNE 30, 2001. . . . . . . .  $    6.80 - $150.00        8,100
     Granted . . . . . . . .  $      0.60 - $0.60    2,750,000
     Exercised . . . . . . .  $      0.20 - $2.00   (2,744,500)
     Canceled. . . . . . . .                    -
                              --------------------

JUNE 30, 2002. . . . . . . .  $    0.60 - $150.00       13,600
     Granted . . . . . . . .  $     0.01 - $0.015   34,150,000
     Exercised . . . . . . .                    -
     Canceled. . . . . . . .               (5,500)
                              --------------------

EXERCISABLE AT JUNE 30, 2003  $     0.01 - $28.20   34,158,100
                                                    ===========
</TABLE>

The  weighted  average  remaining contractual life of options outstanding issued
under  the  Stock  Option  Plans  is  2.6  years  at  June  30,  2003.

For options granted during the year ended June 30, 2003 where the exercise price
was  less  than  the  stock price at the date of the grant, the weighted-average
fair value of such options was $0.012 and the weighted-average exercise price of
such options was $0.0124.  In connection with the issuance of these options, the
Company  recognized  an expense of $0 related since the exercise price was equal
to  the  value  of  the  Company's  stock  at  the  date  of  issuance.

Common  stock  issued  for  services  and  compensation
-------------------------------------------------------

The  table below shows all the issuances of common stock for services during the
year  ended June 30, 2003, 2002 and 2001.  The value of the services was derived
by  multiplying  the  market  value  of the Company's common stock at the date a
transaction  for  services  was  entered  into  by  the number of shares issued.

Common  stock  issued  for  services  and  compensation
-------------------------------------------------------

The  table below shows all the issuances of common stock for services during the
year  ended June 30, 2003, 2002 and 2001.  The value of the services was derived
by  multiplying  the  market  value  of the Company's common stock at the date a
transaction  for  services  was  entered  into  by  the number of shares issued.

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

                     FISCAL 2003
                     -----------------------------

ISSUE DATE. . . . .  DESCRIPTION                    SHARES ISSUED  VALUE
-------------------  -----------------------------  -------------  --------

7/01/02 . . . . . .  Strategic planning/marketing         450,000  $ 72,000
-------------------  -----------------------------  -------------  --------
7/08/02 . . . . . .  Strategic planning/marketing          79,688    12,431
-------------------  -----------------------------  -------------  --------
8/15/02 . . . . . .  Strategic planning/marketing         500,000    25,000
-------------------  -----------------------------  -------------  --------
8/19/02 . . . . . .  Strategic planning/marketing         150,000     7,500
-------------------  -----------------------------  -------------  --------
9/09/02 . . . . . .  Strategic planning/marketing       1,500,000    79,500
-------------------  -----------------------------  -------------  --------
9/18/02 . . . . . .  Strategic planning/marketing       3,000,000    93,000
-------------------  -----------------------------  -------------  --------
9/23/02 . . . . . .  Strategic planning/marketing         100,000     2,200
-------------------  -----------------------------  -------------  --------
9/24/02 . . . . . .  Strategic planning/marketing         250,000     4,750
-------------------  -----------------------------  -------------  --------
10/10/02. . . . . .  Strategic planning/marketing       2,310,900    23,109
-------------------  -----------------------------  -------------  --------
10/10/02. . . . . .  Strategic planning/marketing       3,000,000    30,000
-------------------  -----------------------------  -------------  --------
10/29/02. . . . . .  Strategic planning/marketing      15,000,000   150,000
-------------------  -----------------------------  -------------  --------
11/12/02. . . . . .  Strategic planning/marketing         937,500    18,750
-------------------  -----------------------------  -------------  --------
12/13/02. . . . . .  Strategic planning/marketing         400,000    12,000
-------------------  -----------------------------  -------------  --------
12/17/02. . . . . .  Professional Services              1,000,000    10,000
-------------------  -----------------------------  -------------  --------
12/17/02. . . . . .  Strategic planning/marketing       4,000,000    40,000
-------------------  -----------------------------  -------------  --------
1/03/03 . . . . . .  Strategic planning/marketing      45,000,000   450,000
-------------------  -----------------------------  -------------  --------
1/03/03 . . . . . .  Strategic planning/marketing         500,000     5,000
-------------------  -----------------------------  -------------  --------
1/07/03 . . . . . .  Strategic planning/marketing         686,667    10,300
-------------------  -----------------------------  -------------  --------
1/08/03 . . . . . .  Strategic planning/marketing       2,000,000    30,000
-------------------  -----------------------------  -------------  --------
2/10/03 . . . . . .  Professional services                533,333     8,000
-------------------  -----------------------------  -------------  --------
3/03/03 . . . . . .  Strategic planning/marketing         300,000     3,000
-------------------  -----------------------------  -------------  --------
4/10/03 . . . . . .  Strategic planning/marketing       1,000,000    10,000
-------------------  -----------------------------  -------------  --------
6/10/03 . . . . . .  Strategic planning/marketing       4,333,333    65,000
-------------------  -----------------------------  -------------  --------
6/23/03 . . . . . .  Strategic planning/marketing       5,702,079    85,531
-------------------  -----------------------------  -------------  --------
         92,733,500  $                   1,247,071
===================  =============================
</TABLE>

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

                  FISCAL 2002
                  -----------------------------

ISSUE DATE . . .  DESCRIPTION                    SHARES ISSUED  VALUE
----------------  -----------------------------  -------------  --------

7/09/01. . . . .  Strategic planning/marketing         250,000  $350,000
----------------  -----------------------------  -------------  --------
10/16/01 . . . .  Legal services                        21,600    13,000
----------------  -----------------------------  -------------  --------
11/1/01. . . . .  Legal services                        16,666    10,000
----------------  -----------------------------  -------------  --------
11/1/01. . . . .  Strategic planning/marketing         400,000   240,000
----------------  -----------------------------  -------------  --------
11/14/01 . . . .  Legal services                         6,667     5,000
----------------  -----------------------------  -------------  --------
12/17/01 . . . .  Employee compensation                  6,500     1,000
----------------  -----------------------------  -------------  --------
1/8/02 . . . . .  Legal services                        14,306     9,000
----------------  -----------------------------  -------------  --------
3/12/02. . . . .  Strategic planning/marketing          31,487     6,000
----------------  -----------------------------  -------------  --------
3/14/02. . . . .  Strategic planning/marketing         300,000    60,000
----------------  -----------------------------  -------------  --------
4.24.02. . . . .  Compensation                          10,000     5,000
----------------  -----------------------------  -------------  --------
5/2/02 . . . . .  Strategic planning/marketing       1,250,000   250,000
----------------  -----------------------------  -------------  --------
5.21.02. . . . .  Strategic planning/marketing         200,000    80,000
----------------  -----------------------------  -------------  --------
6/3/02 . . . . .  Strategic planning/marketing         339,369    68,000
----------------  -----------------------------  -------------  --------
6/18/02. . . . .  Employee compensation                333,383   278,000
----------------  -----------------------------  -------------  --------
       3,179,978  $                   1,375,000
================  =============================
</TABLE>

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

                    FISCAL 2001
                    -----------------------------

ISSUE DATE . . . .  DESCRIPTION                    SHARES ISSUED  VALUE
------------------  -----------------------------  -------------  -------

12/4/2000. . . . .  Strategic planning/marketing          35,000  $66,000
------------------  -----------------------------  -------------  -------
12/4/2000. . . . .  Legal services                         4,000    8,000
------------------  -----------------------------  -------------  -------
12/18/2000 . . . .  Strategic planning/marketing          50,000   94,000
------------------  -----------------------------  -------------  -------
1/17/2000. . . . .  Strategic planning/marketing          15,000   18,000
------------------  -----------------------------  -------------  -------
1/26/2000. . . . .  Legal services                         3,250    8,000
------------------  -----------------------------  -------------  -------
1/22/2000. . . . .  Compensation                           1,000        -
------------------  -----------------------------  -------------  -------
1/31/2001. . . . .  Strategic planning/marketing          10,000   14,000
------------------  -----------------------------  -------------  -------
1/31/2001. . . . .  Compensation                           9,250   30,000
------------------  -----------------------------  -------------  -------
2/5/2001 . . . . .  Compensation                           5,500   16,000
------------------  -----------------------------  -------------  -------
2/14/2001. . . . .  Strategic planning/marketing          10,000   25,000
------------------  -----------------------------  -------------  -------
3/6/2001 . . . . .  Compensation                           9,000   11,000
------------------  -----------------------------  -------------  -------
3/12/2001. . . . .  Strategic planning/marketing          30,000    6,000
------------------  -----------------------------  -------------  -------
1/19/2001. . . . .  Legal services                        13,333    8,000
------------------  -----------------------------  -------------  -------
1/12/2001. . . . .  Strategic planning/marketing          10,000   50,000
------------------  -----------------------------  -------------  -------
4/4/2001 . . . . .  Legal services                         4,000    7,000
------------------  -----------------------------  -------------  -------
5/3/2001 . . . . .  Legal services                         6,667    8,000
------------------  -----------------------------  -------------  -------
6/7/2001 . . . . .  Legal services                         3,333    4,000
------------------  -----------------------------  -------------  -------
           219,333  $                     373,000
==================  =============================
</TABLE>

10.     SEGMENT  AND  GEOGRAPHIC  INFORMATION
        -------------------------------------

During  fiscal  2003,  the Company managed and internally reported the Company's
business  as  three  (3)  reportable  segments  as  follows:

(1)     imaging  products;
(2)     imaging  software;
(3)     professional  employer  organization

Segment  information for the fiscal year ended June 30, 2003, 2002, and 2001 was
as  follows:

<TABLE>
<CAPTION>
<S>                                          <C>             <C>         <C>                 <C>
                                             IMAGING
                                             PEO BUSINESS    PRODUCTS    IMAGING SOFTWARE    TOTAL
(In thousands)
Selected statement of operations activity:

FISCAL YEAR ENDED JUNE 30, 2003
    Revenues. . . . . . . . . . . . . . . .  $       2,899   $     924   $             367   $ 4,190
    Cost of revenues. . . . . . . . . . . .         (1,813)       (396)                (90)   (2,290)
    Operating income. . . . . . . . . . . .          1,086         528                 277     1,891

FISCAL YEAR ENDED JUNE 30, 2002
    Revenues. . . . . . . . . . . . . . . .  $       3,254   $   3,574   $             580   $ 7,408
    Cost of revenues. . . . . . . . . . . .         (2,389)     (2,868)                (99)   (5,356)
    Operating income (loss) . . . . . . . .            865         706                 481     2,052

FISCAL YEAR ENDED JUNE 30, 2001
    Revenues. . . . . . . . . . . . . . . .  $           -   $   2,897   $             555   $ 3,454
    Cost of revenues. . . . . . . . . . . .              -      (2,742)                  -    (2,742)
    Operating income. . . . . . . . . . . .              -         155                 555       710
</TABLE>

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.

As  of  and  during  the  years ended June 30, 2003, 2002, and 2001, 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>
 (In thousands) . .    2003       2002      2001
                     ------  ---------  --------
Europe. . . . . . .  $  367  $     299  $     82
Asia. . . . . . . .       -        328       633
Others. . . . . . .       -        295        34
                     ------  ---------  --------
Total export sales.     367        922       749
Domestic sales. . .   3,823      6,486     2,703
                     ------  ---------  --------
 Total sales. . . .  $4,190  $   7,408  $  3,452
                     ======  =========  ========
</TABLE>

11.     INCOME  TAXES

The  Company's  provision  for  income taxes is accounted for in accordance with
SFAS  109.  SFAS 109 requires recognition of deferred tax assets and liabilities
for  the  expected  future tax consequences of events that have been included in
the financial statements or tax returns.  Under the SFAS 109 asset and liability
method,  deferred  tax  assets  and  liabilities  are  determined based upon the
difference  between  the  financial  statement  and  tax  bases  of  assets  and
liabilities  using  the  enacted  tax  rates in effect for the year in which the
differences are expected to reverse.  A valuation allowance is then provided for
deferred  tax  assets  that  are  more  likely  than  not  to  not  be realized.

The  provision (benefit) for income taxes is as follows for the years ended June
30:

<TABLE>
<CAPTION>
<S>               <C>             <C>             <C>
                            2003            2002            2001
                  --------------  --------------  --------------

Current - State.  $            -  $            -  $            -
Deferred benefit               -               -               -
                  --------------  --------------  --------------
                  $            -  $            -  $            -
                  ==============  ==============  ==============
</TABLE>

The  components  of  deferred  income  taxes  are  as  follows  at  June  30:

<TABLE>
<CAPTION>
<S>                                     <C>              <C>              <C>
(In thousands) . . . . . . . . . . . .            2003             2002             2001
                                        ---------------  ---------------  ---------------
Deferred tax assets
     Net operating loss carryforwards.  $       37,100   $       34,500   $       30,000
     Other . . . . . . . . . . . . . .             500              500              500
                                        ---------------  ---------------  ---------------
                                                37,600           35,000           30,500
Valuation allowance. . . . . . . . . .         (37,600)         (35,000)         (30,500)
                                        ---------------  ---------------  ---------------
                                        $            -   $            -   $            -
                                        ===============  ===============  ===============
</TABLE>

The  Company's  federal  and  state  net  operating loss carryforwards expire in
various years through 2017.  The Company has made numerous equity issuances that
could  result  in  limitations  on  the  annual utilization of the Company's net
operating  loss  carryforwards.  The  Company  has  not performed an analysis to
determine  the  effect  of  such  changes.

The  provision  for  income taxes results in an effective rate that differs from
the federal statutory rate.  Reconciliation between the actual tax provision and
taxes  computed at the statutory rate is as follows for the years ended June 30:

<TABLE>
<CAPTION>
<S>                                                        <C>                    <C>                    <C>
 (In thousands) . . . . . . . . . . . . . . . . . . . . .                  2003                   2002                   2001
                                                           ---------------------  ---------------------  ---------------------

Benefit (provision) at federal statutory income tax rate.  $              2,600   $              4,500   $              2,808
Losses for which no current benefit is available. . . . .                (2,600)                (4,500)                (2,808)
State income taxes. . . . . . . . . . . . . . . . . . . .                     -                      -                      -
                                                           ---------------------  ---------------------  ---------------------
                                                           $                  -   $                  -   $                  -
                                                           =====================  =====================  =====================
</TABLE>

12.     COMMITMENTS  AND  CONTINGENCIES
        -------------------------------

Lease  Commitment
-----------------

The Company leases its operating facilities under a lease agreement that expires
in  March  2006.  Subsequent  to  June  30, 2002, the Company signed a new a new
lease  for  its corporate facility that expires in October 2005 that is included
in  the  future  minimum  lease  payments in that table below.  In addition, the
Company  leases  other  facilities  and  equipment  under  operating and capital
short-term  leases.

Total  rental  expense was approximately $228,000, $492,000 and $457,000 for the
years  ended  June  30,  2003,  2002  and  2001,  respectively.

Future  minimum lease payments under non-cancelable capital and operating leases
with  initial  or  remaining  terms  of  one  year  or  more  are  as  follows:

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

(In thousands) . . . . . . . . . . . . . . .  CAPITAL LEASES       OPERATING LEASES
--------------------------------------------  -------------------  -----------------
YEAR ENDING JUNE 30,
--------------------------------------------
2003 . . . . . . . . . . . . . . . . . . . .  $              481   $             296
--------------------------------------------  -------------------  -----------------
2004 . . . . . . . . . . . . . . . . . . . .                  29                 197
--------------------------------------------  -------------------  -----------------
2005 . . . . . . . . . . . . . . . . . . . .                  11                 116
--------------------------------------------  -------------------  -----------------
2006 . . . . . . . . . . . . . . . . . . . .                   9                   -
--------------------------------------------  -------------------  -----------------
2007 . . . . . . . . . . . . . . . . . . . .                   -                   -
--------------------------------------------  -------------------  -----------------
Net minimum lease payments . . . . . . . . .  $              530   $             609
--------------------------------------------  -------------------  =================
Less: Amounts representing interest. . . . .                 (97)
--------------------------------------------  -------------------
Present value of net minimum lease payments.                 433
--------------------------------------------  -------------------
Less: current portion. . . . . . . . . . . .                (405)
--------------------------------------------  -------------------
Long-term portion. . . . . . . . . . . . . .  $               28
--------------------------------------------  ===================
</TABLE>

Legal  Matters
--------------

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 Company 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 Company.  In January 2003, the Company entered into
a  Stipulation  of  Settlement  with  the  plaintiffs.  It  agreed  to  pay  the
plaintiffs  5,000,000  shares of common stock and $200,000 in cash.  The Parties
have  accepted  the  settlement.  ITEC  has issued the shares, and its 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, the Company was sued by its former landlord, Carmel Mountain
#8  Associates,  L.P.  or  past  due  rent  on  its  former  facilities at 15175
Innovation  Drive,  San  Diego,  CA  92127.

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, the Company
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, the Company entered into a settlement
with  the  plaintiffs  who have agreed to dismiss their claims against ITEC with
prejudice  in  exchange  for a settlement fee payment of $10,000, which has been
paid.

The  Company  has been sued in Illinois state court along with AIA/Mirriman, its
insurance  brokers  by  the Arena Football League-2 ("AFS").  Damages payable to
AF2,  should  they  win the suit, could exceed $700,000.  The Company expects to
defend  its  position  and  rely  on  representations  of its insurance brokers.

Throughout  fiscal  2001,  2002  and  2003, and through the date of this filing,
approximately  fifty  trade  creditors  have  made  claims  and/or filed actions
alleging  the  failure  of the Company to pay its obligations to them in a total
amount exceeding $3.0 millions 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 the Company.  Several of those who have obtained
judgments have filed judgment liens on the Company's 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
shutdowns  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") whereby
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 the Company is 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 services filed a complaint against Greenland
alleging  breach  of contract.  A summary judgment motion is pending.  Greenland
recorded  the  liability  amount  of  $14,000  in  the  consolidated  financial
statements.

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

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 controlling interest of Quik Pix, Inc., the
Company  is  not  aware  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.

13.     GAIN  ON  EXTINGUISHMENT  OF  DEBT
        ----------------------------------

During  the  year  ended  June  30,  2003,  the  Company  recognized  a  gain on
extinguishment  of  debt  of  $2,370,000.  This gain resulted primarily from the
write  off  of stale accounts payable as discussed below, as well as a gain on a
settlement  of  a  long-term  note  payable  of  $702,000, which was settled for
$274,000 in cash resulting in a gain of $428,000.  With respect to the write-off
of  accounts  payable,  the Company reviewed its accounts payable and determined
that  $1,942,000  was  associated  with unsecured creditors.  The Company, based
upon  an opinion provided by independent legal counsel, has been released as the
obligator  of  these liabilities.  Accordingly, management has elected to adjust
its accounts payable and to classify such adjustments as extinguishment of debt.

14.     SUBSEQUENT  EVENTS
        ------------------

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

SELECTED  QUARTERLY  FINANCIAL  DATA
------------------------------------
(unaudited)  (in  thousands,  except  per  share  amounts)

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

(In thousands) . . . . . . . . . . . . . . . .  QUARTERS ENDED
----------------------------------------------  ----------------
                                                SEPT. 30, 2002    DEC. 31, 2002    MAR. 31, 2003    JUNE 30, 2003
                                                ----------------  ---------------  ---------------  ---------------

Net revenues . . . . . . . . . . . . . . . . .  $         1.106   $          397   $          576   $        2,111
----------------------------------------------  ----------------  ---------------  ---------------  ---------------
Net income (loss) before cumulative effect of
   accounting change . . . . . . . . . . . . .           (2,052)            (652)              42           (4,193)
----------------------------------------------  ----------------  ---------------  ---------------  ---------------
Cumulative effect of accounting change . . . .                -                -                -                -
----------------------------------------------  ----------------  ---------------  ---------------  ---------------
Net income (loss). . . . . . . . . . . . . . .  $        (2,052)  $         (652)  $           42   $       (4,193)
----------------------------------------------  ----------------  ---------------  ---------------  ---------------
Net income (loss) per share before cumulative
   effect of accounting change - basic . . . .  $         (0.08)  $        (0.01)  $        (0.00)  $        (0.03)
----------------------------------------------  ----------------  ---------------  ---------------  ---------------
Cumulative effect of accounting change per
   share - basic . . . . . . . . . . . . . . .  $         (0.08)  $        (0.01)  $        (0.00)  $        (0.03)
----------------------------------------------  ----------------  ---------------  ---------------  ---------------
Net income (loss) per share - basic. . . . . .  $         (0.08)  $        (0.01)  $        (0.00)  $        (0.03)
----------------------------------------------  ----------------  ---------------  ---------------  ---------------
Net income (loss) per share - diluted. . . . .  $         (0.08)  $        (0.01)  $        (0.00)  $        (0.03)
----------------------------------------------  ----------------  ---------------  ---------------  ---------------
Shares used in per share calculation (basic) .           24,662           66,284          140,754          157,744
----------------------------------------------  ----------------  ---------------  ---------------  ---------------
Shares used in per share calculation (diluted)           24,662           66,284          140,754          157,744
----------------------------------------------  ----------------  ---------------  ---------------  ---------------
</TABLE>

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

(In thousands). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  QUARTERS ENDED
-----------------------------------------------------------------------------------  ----------------
                                                                                     SEPT. 30, 2001    DEC. 31, 2001
                                                                                     ----------------  ---------------

Net revenues. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $         1.078   $        2,122
-----------------------------------------------------------------------------------  ----------------  ---------------
Net income (loss) before cumulative effect of
   accounting change. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           (1,182)          (1,854)
-----------------------------------------------------------------------------------  ----------------  ---------------
Cumulative effect of accounting change. . . . . . . . . . . . . . . . . . . . . . .                -                -
-----------------------------------------------------------------------------------  ----------------  ---------------
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $        (1,182)  $       (1,854)
-----------------------------------------------------------------------------------  ----------------  ---------------
Net income (loss) per share before cumulative
   effect of accounting change - basic. . . . . . . . . . . . . . . . . . . . . . .  $         (0.14)  $        (0.19)
-----------------------------------------------------------------------------------  ----------------  ---------------
Cumulative effect of accounting change per
   share - basic. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                -                -
-----------------------------------------------------------------------------------  ----------------  ---------------
Net income (loss) per share - basic . . . . . . . . . . . . . . . . . . . . . . . .  $         (0.14)  $        (0.19)
-----------------------------------------------------------------------------------  ----------------  ---------------

Net income (loss) per share before cumulative effect of accounting change- diluted.  $         (0.14)  $        (0.19)
-----------------------------------------------------------------------------------  ----------------  ---------------
Shares used in per share calculation (basic). . . . . . . . . . . . . . . . . . . .            8,549            9,952
-----------------------------------------------------------------------------------  ----------------  ---------------
Shares used in per share calculation (diluted). . . . . . . . . . . . . . . . . . .            8,549            9,952
-----------------------------------------------------------------------------------  ----------------  ---------------


<S>                                                                                  <C>              <C>

(In thousands)
-----------------------------------------------------------------------------------
                                                                                     MAR. 31, 2002    JUNE 30, 2002
                                                                                     ---------------  ---------------

Net revenues. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $        2,527   $        1,681
-----------------------------------------------------------------------------------  ---------------  ---------------
Net income (loss) before cumulative effect of
   accounting change. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          (1,128)          (9,524)
-----------------------------------------------------------------------------------  ---------------  ---------------
Cumulative effect of accounting change. . . . . . . . . . . . . . . . . . . . . . .               -                -
-----------------------------------------------------------------------------------  ---------------  ---------------
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $       (1,128)  $       (9,524)
-----------------------------------------------------------------------------------  ---------------  ---------------
Net income (loss) per share before cumulative
   effect of accounting change - basic. . . . . . . . . . . . . . . . . . . . . . .  $        (0.09)  $        (0.55)
-----------------------------------------------------------------------------------  ---------------  ---------------
Cumulative effect of accounting change per
   share - basic. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               -                -
-----------------------------------------------------------------------------------  ---------------  ---------------
Net income (loss) per share - basic . . . . . . . . . . . . . . . . . . . . . . . .  $        (0.09)  $        (0.55)
-----------------------------------------------------------------------------------  ---------------  ---------------

Net income (loss) per share before cumulative effect of accounting change- diluted.  $        (0.09)  $        (0.55)
-----------------------------------------------------------------------------------  ---------------  ---------------
Shares used in per share calculation (basic). . . . . . . . . . . . . . . . . . . .          13,166           17,178
-----------------------------------------------------------------------------------  ---------------  ---------------
Shares used in per share calculation (diluted). . . . . . . . . . . . . . . . . . .          13,166           17,178
-----------------------------------------------------------------------------------  ---------------  ---------------
</TABLE>

ITEM  9.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING AND
FINANCIAL  DISCLOSURE

     None.

ITEM  9A.  CONTROLS  AND  PROCEDURES

     Within  90  days  prior  to  the  date  of  this  report, we carried out an
evaluation,  under  the  supervision and with the participation of the Company's
management,  including  our Chief Executive Officer and our Principal Accounting
Officer, of the effectiveness of our disclosure controls and procedures pursuant
to Rule 13a-14 under the Securities Exchange Act of 1934, as amended. Based upon
that  evaluation,  the  Chief  Executive  Officer  and  the Principal Accounting
Officer  concluded that our disclosure controls and procedures are effective, in
all  material  respects, with respect to the recording, processing, summarizing,
and  reporting, within the time periods specified in the Securities and Exchange
Commission's  rules  and forms, of information required to be disclosed by us in
the  reports  that  we  file  or  submit  under  the  Exchange  Act.

     There  were  no  significant  changes  in our internal controls or in other
factors that could significantly affect internal controls subsequent to the date
of  the  evaluation  referred  to  above.

<PAGE>
PART  III
=========

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

DIRECTORS

     The  directors  and  executive  officers  of  the  Company,  their ages and
positions  with  the  Company  as  of  June  30,  2003  are  as  follows:

<TABLE>
<CAPTION>
<S>                 <C>  <C>    <C>
Name . . . . . . .  Age  Since  Director Title

Brian Bonar. . . .   56   1995  Chief Executive Officer
Richard H. Green .   67   2000  Director
Robert A. Dietrich   58   2000  Director
Eric W. Gaer . . .   55   2000  Director
Stephen J. Fryer .   65   2000  Director
</TABLE>

     Brian  Bonar  has served as a director of the Company since August 1995 and
became  the  Company's Chairman of the Board in December 1999.  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  and,  in  July 1997, was appointed as the
Company's President and Chief Operating Officer. In April 1998 Mr. Bonar assumed
the  post  of CEO.  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 developed 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.

     Dr.  Richard H. Green has served as a director since September 2000.  He is
currently the President of International Power & Environmental Company (IPEC), a
consulting company located in San Diego, California.  From 1993 through 1995, he
served  as  Deputy Secretary of the State of California Environmental Protection
Agency (Cal/EPA).  From 1988 through 1993 Dr. Green served as Manager of Program
Engineering  and  Review  Office in the Office of Technology and Applications at
the  Jet  Propulsion Laboratory (JPL) in Pasadena, California, where he had held
various  management  positions  since  1967.  From  1965 through 1967, Dr. Green
served  as  Senior  Engineer for The Boeing Company,  Space Division.  From 1983
through  1985,  Dr.  Green held the Corwin D. Denny Chair as Professor of Energy
and Director of the Energy Institute at the University of LaVerne, and from 1961
through  1964  served as Assistant Professor of Civil Engineering (Environmental
Sciences)  at  Washington  State University.  Dr. Green currently is a member of
the  Governing  Board  of  Pasadena  City  College.  Dr.  Green  completed  his
bachelor's  degree  at  Whitman  College  in  1958,  his  Master  of  Science at
Washington  State  University  in  1961,  and  his  Ph.D.  at  Washington  State
University,  under  a  United  States  Public Health Services Career Development
Award,  in  1965.

     Robert  A.  Dietrich  has served as a director of the Company since January
2000.  Mr.  Dietrich  is  President  and  CEO of Cyberair Communications Inc., a
privately-held  telecommunications  company with strategic interests in Internet
communications  and  "bandwidth" expansion technologies, as well as domestic and
international  telephone services, in Irvine, California. Recently, Mr. Dietrich
was  named  President  and CEO of Semper Resources Corporation, a public natural
resources holding company in Irvine, California. From 1996 to 2000, Mr. Dietrich
was  Managing  Director  and  CFO  of  Ventana  International,  Ltd.,  Irvine,
California, a venture capital and private investment-banking firm.  From 1990 to
1994,  Mr. Dietrich was Vice President and Chief Financial Officer of CEI, Inc.,
in  Santa  Ana,  California,  a  commercial  furnishings  firm, prior to joining
Ventana.  Mr.  Dietrich  is  a  graduate of the University of Notre Dame, with a
bachelor's  degree in accounting, and the University of Detroit, with a master's
degree in finance. He served as a lieutenant in the U.S. Navy's Atlantic Command
Operations  Control  Center.

Eric  W.  Gaer  has served as a director since March 2000.  Since 1998, Mr. Gaer
has  been  the  President  and  CEO  of  Arroyo  Development  Corporation,  a
privately-held,  San  Diego-based  management  consulting  company. From 1996 to
1998,  he  was  Chairman,  President  and  CEO  of  Greenland  Corporation,  a
publicly-held high technology company in San Diego, California.  In 1995, he was
CEO  of Ariel Systems, Inc., a privately-held engineering development company in
Vista,  California.  Over  the  past  25 years, Mr. Gaer has served in executive
management  positions at a variety of high-technology companies, including ITEC,
Daybreak  Technologies, Inc., Venture Software, Inc., and Merisel, Inc. In 1970,
he  received  a  Bachelor  of Arts degree in mass communications from California
State  University,  Northridge.

Stephen  J.  Fryer has served as a director of the Company since March 2000.  He
is  currently Chairman of the Board and CEO of Pen Interconnect, Inc. ("Pen"), a
                                                                        ---
high  technology company in Irvine, California.  He began his employment service
at  Pen  in  1997  as  Senior Vice President of Sales and Marketing.  At Pen, he
became  a  director  in  1995 and was appointed President and CEO in 1998.  From
1989  to  1996,  Mr.  Fryer  was  a  principal in Ventana International, Ltd., a
venture  capital  and private investment-banking firm in Irvine, California.  He
has over 28 years experience in the computer industry in the United States, Asia
and  Europe.  Mr. Fryer graduated from the University of California in 1960 with
a  bachelor's  degree  in  mechanical  engineering.

EXECUTIVE  OFFICERS

     The  executive officers of the Company as of June 30, 2003, are as follows:

<TABLE>
<CAPTION>
<S>                                 <C>                                 <C>
 NAME. . . . . . . . . . . . . . .  AGE                                 POSITION
----------------------------------  ----------------------------------  ----------------------------

                                    Chairman of the Board of Directors
Brian Bonar. . . . . . . . . . . .                                  56  and Chief Executive Officer
    Chief Operating Officer
James R. Downey, Jr. . . . . . . .                                  55  and Chief Accounting Officer
    Senior Vice President, General
Philip J. Englund. . . . . . . . .                                  59  Counsel and Secretary
</TABLE>

     Brian  Bonar  is also a director of the Company. See above for a discussion
of  Mr.  Bonar's  business  experience.

     James  R.  Downey, Jr. joined the Company in January 2003 and was appointed
Chief  Operating  Officer and Chief Accounting Officer by the Board of Directors
on  February 25, 2003. Mr. Downey has over 33 years of operational and financial
experience in a wide range of industries and firms. From 1999 to 2003, he was an
owner/manager  of  his  own  businesses. From 1992 through 1999 he served as the
Chief  Financial Officer of a primary metals multi-plant manufacturer and a high
technology  manufacturer of sheet metal components used in jet engines and other
aerospace  applications.  From 1987 to 1992 he was the Director of Manufacturing
Consulting  for western New England for the firm of Coopers & Lybrand. From 1981
to  1987,  he  was  the Chief Financial Officer and Vice President of Instrument
Manufacturing  for  Zygo  Corporation,  a  manufacturer  of non-contact test and
measurement  instrumentation and precision optical components. From 1971 to 1981
he  was both an audit and consulting manager for Price Waterhouse & Co. and Peat
Marwick,  Mitchell and Co.  He graduated from the University of Colorado in 1970
with  a  degree in Business Administration and is a Certified Public Accountant.

     Philip  J. Englund was Senior Vice President, General Counsel and Secretary
of  the  Company since February 1999. He resigned his positions with the Company
on  August  23,  2002.

ITEM  11.  EXECUTIVE  COMPENSATION.
--------   -----------------------

<TABLE>
<CAPTION>
<S>                                 <C>        <C>            <C>                   <C>            <C>          <C>
SUMMARY COMPENSATION TABLE
                                    LONG TERM
                                    ANNUAL     COMPENSATION   COMPENSATION AWARDS
                                    ---------  -------------  --------------------

                                    FISCAL     OTHER ANNUAL   OPTIONS/
NAME AND PRINCIPAL POSITION. . . .  YEAR       SALARY         BONUS                 COMPENSATION   SARS (#)     OTHER COMP
                                    ---------  -------------

Brian Bonar. . . . . . . . . . . .       2003  $     275,000  $                 --  $      76,814   15,000,000  $        --
Chairman, Board of Directors,. . .       2002  $     230,000                    --             --    1,750,000           --
President and C.E.O. . . . . . . .       2001        243,333                    --             --       31,250           --

Christopher W. McKee (1)                 2002  $      17,625  $                 --  $          --           --  $        --
Senior Vice President. . . . . . .       2001        175,000                    --             --       20,763           --

Philip J. Englund (2)                    2002  $     135,000  $                 --  $          --           --  $        --
Senior Vice President, General . .       2001        165,000                    --             --       18,000           --
Counsel and Secretary

James R. Downey, Jr.                     2003  $      79,000  $                 --  $          --    5,500,000  $        --
Chief Operating Officer and Chief
Accounting Officer
</TABLE>

(1)  Mr.  McKee  resigned  effective  August  3,  2001
(2)  Mr.  Englund  resigned  effective  August  23,  2002.
(3)  Mr.  Downey  joined  the  Company  effective  January  6,  2003

OPTION/SAR  GRANTS  IN  LAST  FISCAL  YEAR

     The  following  table  provides  information on Options/SARs granted in the
2003  Fiscal  Year  to  the  Named  Officers.

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

                          NUMBER OF      PERCENT OF     POTENTIAL REALIZABLE
                          SECURITIES     TOTAL          VALUE AT ASSUMED
                          UNDERLYING     OPTIONS/SARS   ANNUAL RATES OF
                          OPTIONS/SARS   GRANTED TO     EXERCISE OR             STOCK PRICE
                          GRANTED (#)    EMPLOYEES IN   BASE PRICE              EXPIRATION   APPRECIATION FOR
NAME . . . . . . . . . .            (3)  FISCAL YEAR                 ($/SHARE)  DATE         OPTION TERM (4)
------------------------  -------------                                                      ------------------
                                 5% ($)        10% ($)
                          -------------
Brian Bonar. . . . . . .    15,000,000              73  $                 0.01       2/1/12  $          675,000  $1,350,000
Christopher W. McKee (1)           ---             ---                     ---          ---                 ---         ---
Philip J. Englund (2). .       300,000              10                    0.40     11/15/03               6,000      12,000
James R. Downey, Jr. . .     5,500,000              24                    0,01       2/1/12             247,500     495,000
</TABLE>

(1)  Mr.  McKee  resigned  effective  August  3,  2001
(2)  Mr.  Englund  resigned  effective  August  23,  2002.
(3)  Warrants/options  become exercisable monthly over a 3-year period from date
of  grant.  Adjusted  for  1-for-20
      reverse  stock  split  at  August  9,  2002.
(4)  Calculated  based  on  the  closing  price of the Company's common stock on
October  15,  2003  ($0.03).

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

     The  following  table  provides information on option exercises in the 2003
Fiscal  Year  by  the  Named  Officers  and  the  value  of such Named Officers'
unexercised  options  at  June  30,  2003. Warrants to purchase Common Stock are
included  as  options. No stock appreciation rights were held by them at the end
of  the  2003  Fiscal  Year.

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

                          SHARES        NUMBER OF SECURITIES    VALUE OF UNEXERCISED
                          ACQUIRED ON   VALUE                   UNDERLYING UNEXERCISED      IN-THE-MONEY OPTIONS/SAR
NAME . . . . . . . . . .  EXERCISE (#)  REALIZED ($)            OPTIONS/SARS AT FY-END (#)  AT FISCAL YEAR END ($) (4)
------------------------

                          EXERCISABLE   UNEXERCISABL            EXERCISABLE                 UNEXERCISABL
                          ------------
Brian Bonar                  4,000,000  $               40,000                  19,007,500                         ---  $190,075
Christopher W. McKee (1)           ---                     ---                         ---                         ---       ---
Philip J. Englund (2)              ---                     ---                         ---                         ---       ---
James R. Downey, Jr. (3)           ---                     ---                   5,500,000                         ---  $ 55,000


<S>                       <C>



NAME
------------------------



Brian Bonar               ---
Christopher W. McKee (1)  ---
Philip J. Englund (2)     ---
James R. Downey, Jr. (3)  ---
</TABLE>

(1)  Mr.  McKee  resigned  effective  August  3,  2001
(2)  Mr.  Englund  resigned  effective  August  23,  2002.
(3)  Mr.  Downey  joined  the  Company  on  January  6,  2003
(4)  At  the 2003 Fiscal Year end, the closing price of the Common Stock on that
date  as  quoted  by  the
       NASD  Electronic  Bulletin  Board  was  $0.01.  Share  amounts  have been
adjusted  for  the  1-for-20  reverse  split  at
       August  9,  2002

COMPENSATION  OF  DIRECTORS

     Each member of the Board of Directors of the Company receives a fee of $500
from  the  Company  for  each  meeting  attended.

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

     None

COMPENSATION  COMMITTEE  INTERLOCKS  AND  INSIDER  PARTICIPATION

     The  Compensation  Committee  currently consists of Messrs. Gaer and Green.
Neither  of  these  individuals was an officer or employee of the Company at any
time  during  the  2003  Fiscal  Year.  Mr.  Gaer  owns  a company that receives
consulting  fees  from  the  Company.

AUDIT  COMMITTEE  INTERLOCKS  AND  INSIDER  PARTICIPATION

     The  Audit  Committee  currently  consists  of  Messrs. Green and Dietrich.
Neither  of  these  individuals was an officer or employee of the Company at any
time  during  the  2003  Fiscal  Year.

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  15,  2003,  by  (i)  all  persons who are beneficial owners of five
percent  (5 percent) or more of the Common Stock,  (ii) each director, and (iii)
all current directors and executive officers individually and as a group. Unless
otherwise  indicated,  each  of  the shareholders has sole voting and investment
power  with  respect  to  the  shares  beneficially  owned, subject to community
property  laws,  where  applicable.

<TABLE>
<CAPTION>
<S>                         <C>         <C>
NAME . . . . . . . . . . .  NO. SHARES  PERCENT OF CLASS (1)
--------------------------  ----------  --------------------

Brian Bonar (2). . . . . .  19,007,500                 6.53%
Robert A. Dietrich (3) . .  11,637,500                 4.00%
Stephen J. Fryer (4) . . .   7,453,250                 2.56%
Eric W. Gaer (5) . . . . .   9,936,000                 3.41%
Richard Green (5). . . . .   9,969,500                 3.42%
All current directors and
executive officers
(group of 5) (6) . . . . .  58,003,750                19.92%
</TABLE>

     (1)  Percentage of ownership is based on 291,195,402 shares of Common Stock
outstanding  on  October  15,  2003.  Shares  of  Common  Stock subject to stock
options,  warrants and convertible securities which are currently exercisable or
convertible  or  will  become  exercisable  or  convertible within 60 days after
October  15,  2003  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)  Includes 12,000,000 shares issuable upon exercise of warrants that are
currently  exercisable  or will become  exercisable within 60 days after October
15,  2003.

     (3)  Includes  9,125,000 shares issuable upon exercise of warrants that are
currently  exercisable  or  will become exercisable within 60 days after October
15,  2003.

     (4)  Includes  4,875,000 shares issuable upon exercise of warrants that are
currently  exercisable  or  will become exercisable within 60 days after October
15,  2003.

     (5)  Includes  7,375,000 shares issuable upon exercise of warrants that are
currently  exercisable  or  will become exercisable within 60 days after October
15,  2003.

     (6) Includes 40, 750,000 shares issuable upon exercise of warrants that are
currently  exercisable  or  will become exercisable within 60 days after October
15,  2003.

ITEM13.  CERTAINRELATIONSHIPSANDRELATEDTRANSACTIONS.
------   ------------------------------------------

     During  the  year  ended  June  30,  2003,  the  Company accrued consulting
expenses of $110,000 due Arroyo Development Corporation, owned by Mr. Eric Gaer,
a  member  of  the  Board  of  Directors.  There  was  no  officer  or  director
indebtedness  to  the  Company.

ITEM14.  PRINCIPAL  ACCOUNTANT  FEES  AND  SERVICES.
------   ------------------------------------------

     (1)  Audit Fees - The aggregate fees billed for each of the last two fiscal
years  by  our  principal  accountants,  Stonefield  Josephson,  Inc.  and Pohl,
McNabola,  Berg & Company, LLP, for professional services rendered for the audit
of  our  annual financial statements and review of financial statements included
in  our  Form 10-Qs or services that are normally provided by the accountants in
connection with statutory and regulatory filings or engagements for those fiscal
years  were  as  follows:

<TABLE>
<CAPTION>
<S>                                  <C>      <C>
                                        2003     2002
                                     -------  -------
Stonefield Josephson, Inc.. . . . .  $     -  $64,500
Pohl, McNabola, Berg & Company, LLP  $65,000  $     -
</TABLE>

(2)          Audit-Related Fees - The aggregate fees billed for each of the last
two  fiscal  years  for  assurance  and  related  services  by  our  principal
accountants, Stonefield Josephson, Inc. and Pohl, McNabola, Berg & Company, LLP,
that  are  reasonably  related  to the performance of the audit or review of our
financial  statements  and  are  not reported in the preceding paragraph were as
follows:

<TABLE>
<CAPTION>
<S>                                  <C>    <C>
                                      2003     2002
                                     -----  -------
Stonefield Josephson, Inc.. . . . .  $   -  $36,600
Pohl, McNabola, Berg & Company, LLP  $   -  $     -
</TABLE>

     (3)  Tax  Fees  - There were no fees billed for each of the last two fiscal
years for professional services provided by our principal accountants Stonefield
Josephson, Inc. and Pohl, McNabola, Berg & Company, LLP, for tax compliance, tax
advice,  and  tax  planning.

     (4)  All  Other  Fees  - There were no fees billed for each of the last two
fiscal  years  for  the  products  and  services  provided  by  our  principal
accountants, Stonefield Josephson, Inc. and Pohl, McNabola, Berg & Company, LLP,
other  than  the  services  reported  in  paragraphs  (1),  (2),  and (3) above.

     (5) Our audit committee's pre-approval policies and procedures described in
paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X were that the audit committee
pre-approve  all  accounting  related activities prior to the performance of any
services  by  any  accountant  or  auditor.

     (6)  The  percentage  of  hours  expended  on  the  principal  accountant's
engagement  to  audit  our  financial statements for the most recent fiscal year
that  were  attributable  to  work performed by persons other than the principal
accountant's  full-time,  permanent  employees  was  approximately  10%

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

ITEM  14.

EXHIBITS,  FINANCIAL  STATEMENT  SCHEDULES,  AND  REPORTS  ON  FORM  8-K

(a)     DOCUMENTS  FILED  AS  PART  OF  THIS  FORM  10-K:

(1)  FINANCIAL  STATEMENTS

The  financial  statements  of the Company are included herein as required under
Item  8 of this Annual Report on Form 10-K. See Index to Financial Statements on
page  23.

(2)  FINANCIAL  STATEMENT  SCHEDULES:

Financial  Statement Schedules have been omitted because they are not applicable
or  not required or the information required to be set forth therein is included
in  the  financial  statements  or  notes  thereto.

(b)     REPORTS  ON  FORM  8-K.

               Form  8-K  filed  September  17,  2002
               Form  8-K  filed  December  19,  2002
               Form  8-K  filed  January  21,  2003
               Form  8-K  filed  March  14,  2003
   Form  8-K  filed  May  27,  2003
               Form  8-K  filed  July  22,3003

(c)     EXHIBITS.

The  following exhibits are filed as part of, or incorporated by reference into,
this  Form  10-K.

3(a)     Certificate  of Incorporation of the Company, as amended, and currently
in  effect.  See  also  below (Incorporated by reference to Exhibit 3(a) to 1988
Form  10-K)      *

3(b)     Certificate  of  Amendment  of  Certificate  of  Incorporation  of  the
Company,  filed  February  8,  1995,  as  amended,  and  currently  in  effect
(Incorporated  by  reference  to  Exhibit  3(b)  to  1995  Form  10-K)  *

3(c)     Certificate  of  Amendment  of  Certificate  of  Incorporation  of  the
Company,  filed  May 23, 1997, as amended, and currently in effect (Incorporated
by  reference  to  1997  Form  10-K)      *

3(d)     Certificate of Amendment of Certificate of Incorporation, filed January
12, 1999, as amended and  currently in effect (Incorporated by reference to Form
10-Q  for  the  period  ended  December  31,  1998)  *

3(e)     Certificate  Eliminating Reference to Certain Series of Shares of Stock
from  the  Certificate of  Incorporation, filed January 12, 1999, as amended and
currently in effect (Incorporated by reference to Form 10-Q for the period ended
December  31,  1998)  *

3(f)     By-Laws  of  the  Company,  as  amended,  and  currently  in  effect
(Incorporated  by  reference  to  Exhibit  3(b)  to  1987  Form  10-K)  *

3(g)     Certificate of Amendment of Certificate of Incorporation, filed May 12,
2000,  as  amended and currently in effect (Incorporated by reference to Exhibit
3(g)  to  2001  Form  10-K)  *

4(a)     Amended  Certificate of Designation of Imaging Technologies Corporation
with  respect  to the 5%  Convertible Preferred Stock (Incorporated by reference
to  Exhibit  4(d)  to  1987  Form  10-K)  *

4(b)     Amended  Certificate of Designation of Imaging Technologies Corporation
with  respect  to  the 5%  Series B Convertible Preferred Stock (Incorporated by
reference  to  Exhibit  4(b)  to  1988  Form  10-K)  *

4(c)     Certificate  of  Designations,  Preferences  and  Rights  of  Series  C
Convertible  Preferred  Stock of  Imaging Technologies Corporation (Incorporated
by  reference  to  Exhibit  4(c)  to  1998  Form  10-K)      *

4(d)     Certificate  of  Designation,  Powers,  Preferences  and  Rights of the
Series  of  Preferred  Stock  to  be  Designated  Series D Convertible Preferred
Stock,  filed  January 13, 1999 (Incorporated by  reference to Form 10-Q for the
period  ended  December  31,  1998)  *

4(e)     Certificate  of  Designation,  Powers,  Preferences  and  Rights of the
Series  of  Preferred  Stock  to  be  Designated  Series E Convertible Preferred
Stock,  filed  January 28, 1999 (Incorporated by  reference to Form 10-Q for the
period  ended  December  31,  1998)  *

10(a)     Private Equity Line of Credit Agreement by and among certain Investors
and  the Company  (Incorporated by reference to Form 8-K, filed July 26, 2000) *

10(b)     Convertible  Note  Purchase  Agreement dated December 12, 2000 between
the  Company  and  Amro  International,  S.A.,  Balmore Funds, S.A., and Celeste
Trust  Reg.  (Incorporated  by reference to  Form 8-K, filed January 19, 2001. *

10(c)     Convertible  Note  Purchase  Agreement dated July 26, 2001 between the
Company  and  Balmore  Funds,  S.A. (Incorporated by reference to Form 8-K filed
August  2,  2001.  *

10(d)     Share  Purchase  Agreement,  dated  December 1, 2000, between ITEC and
EduAdvantage.com,  Inc.  (Incorporated  by reference to Form 10-Q for the period
ended  September  30,  2000)  *

10(e)     Agreement  to Acquire Shares, dated December 1, 2000, between ITEC and
Quik  Pix,  Inc.  (Incorporated  by  reference to Form 10-Q for the period ended
September  30,  2000)  and  subsequently  cancelled.  *

10(f)     Agreement to Acquire Shares, dated December 17, 2000, between ITEC and
Pen  Internconnect,  Inc. (Incorporated by reference to Form 10-Q for the period
ended  September  30,  2000)  and  subsequently  cancelled.  *

10(g)     Share  Purchase  Agreement,  dated  December 1, 2000, between ITEC and
EduAdvantage.com,  Inc.  (Incorporated  by reference to Form 10-Q for the period
ended  September  30,  2000)  *

10(h)     Convertible  Promissory  Note  dated  September  21,  2001 between the
Company  and  Stonestreet  Limited  Partnership.  (Incorporated  by reference to
Exhibit  10(u)  of  2001  Form  10-K)  *

10(i)     Convertible  Note  Purchase Agreement dated September 21, 2001 between
the  Company and  Stonestreet Limited Partnership. (Incorporated by reference to
Exhibit  10(v)  of  2001  Form  10-K)  *

10(j)     Registration  Rights  Agreement  dated  September 21, 2001 between the
Company  and  Stonestreet  Limited  Partnership.  (Incorporated  by reference to
Exhibit  10(w)  of  2001  Form  10-K)  *

10(k)     Form of Warrant to Purchase 11,278,195 Shares of Common Stock of ITEC,
dated  September  21,  2001,  between  ITEC and Stonestreet Limited Partnership.
(Incorporated  by  reference  to  Exhibit  10(x)  of  2001  Form  10-K)  *

10(l)     Asset  Purchase  Agreement,  dated October 25, 2001, among the Company
and  Lisa  Lavin,  Gary  J.  Lavin,  and  Roland  A.  Fernando. (Incorporated by
reference  to  Exhibit  10(a)  to  September  2001  Form  10-Q)  *

10(m)     Audited Financial Statements of SourceOne Group, LLC. (Incorporated by
reference  to  Form  8-K  filed  on  January  25,  2002)      *

10(n)     Secured  Convertible  Debenture  issued  by  the  Company  to  Bristol
Investment  Fund,  Ltd.,  dated  January 22, 2002. (Incorporated by reference to
Exhibit  10(a)  of  December  2001  Form  10-Q)  *

10(o)     Securities  Purchase  Agreement  between  the  Company  and  Bristol
Investment  Fund,  Ltd.,  dated  January 22, 2002. (Incorporated by reference to
Exhibit  10(b)  of  December  2001  Form  10-Q)  *

10(p)     Registration  Rights  Agreement  between  the  Company  and  Bristol
Investment  Fund,  Ltd.,  dated  January 22, 2002. (Incorporated by reference to
Exhibit  10(c)  of  December  2001  Form  10-Q)  *

10(q)     Transaction  Fee  Agreement  between  the Company and Alexander Dunham
Securities, Inc., dated  January 22, 2002. (Incorporated by reference to Exhibit
10(d)  of  December  2001  Form  10-Q)  *

10(r)     Stock  Purchase  Warrant  issued to Alexander Dunham Securities, Inc.,
dated January 22, 2002.  (Incorporated by reference to Exhibit 10(e) of December
2001  Form  10-Q)  *

10(s)     Stock  Purchase Warrant issued to Bristol Investment Fund, Ltd., dated
January  22, 2002.  (Incorporated by reference to Exhibit 10(f) of December 2001
Form  10-Q)  *

10(t)     Security  Agreement  between  the Company and Bristol Investment Fund,
Ltd.,  dated  January  22,  2002. (Incorporated by reference to Exhibit 10(g) of
December  2001  Form  10-Q)  *

10(u)     Convertible  Promissory  Note  between  the  Company  and  Stonestreet
Limited  Partnership,  dated  November  7,  2001.  (Incorporated by reference to
Exhibit  10(h)  of  December  2001  Form  10-Q)  *

10(v)     Convertible  Note  Purchase  Agreement  between  the  Company  and
Stonestreet  Partnership, dated  November 7, 2001. (Incorporated by reference to
Exhibit  10(i)  of  December  2001  Form  10-Q)  *

10(w)     Registration  Rights  Agreement  between  the  Company and Stonestreet
Limited  Partnership,  dated  November  7,  2001.  (Incorporated by reference to
Exhibit  10(j)  of  December  2001  Form  10-Q)  *

10(x)     Stock  Purchase  Warrant  issued  to  Stonestreet Limited Partnership,
dated November 7, 2001 . (Incorporated by reference to Exhibit 10(k) of December
2001  Form  10-Q  *

10(y)     Acquisition  Agreement  between  the  Company  and Dream Canvas, Inc.,
dated  May  17,  2002;  subject  to  completion  of  its terms. (Incorporated by
reference  to  Exhibit  10(y)  of  Form  10-K  filed  November  18,  2002.)  *

10(z)     Closing  Agreement  between the Company and Quik Pix, Inc., dated July
23,  2002,  subject  to  completion  of its terms. (Incorporated by reference to
Exhibit  10(z)  of  Form  10-K  filed  November  18,  2002.)  *

10(aa)     Agreement  to  Acquire  Shares  between  the  Company  and  Greenland
Corporation,  dated  August  5,  2002,  subject  to  completion  of  its
terms.(Incorporated  by  reference to Exhibit 10(aa) to Form 10-K filed November
18,  2002.)  *

10(ab)     Acquisition  Agreement,  dated December 13, 2002, between the Company
and  Baseline Worldwide,  Limited. (Incorporated by reference to Exhibit 99.3 of
Form  8-K  filed  December  19,  2002.)  *

10(ac)     Secured  Promissory  Note  in  the amount of $2,250,000 issued by the
Company  to  Greenland  Corporation,  dated  January  7,  2003. (Incorporated by
reference  to  Exhibit  99.1  of  Form  8-K  filed  January  21,  2003.)  *

10(ad)     Security  Agreement,  dated  January 7, 2003, between the Company and
Greenland  Corporation.  (Incorporated  by reference to Exhibit 99.2 of Form 8-K
filed  January  21,  2003.)      *

10(ae)     Agreement to Acquire Shares, dated August 9, 2002 between the Company
and  Greenland  Corporation.  (Incorporated by reference to Exhibit 99.3 of Form
8-K  filed  January  21,  2003.)  *

10(af)     Closing  Agreement,  dated  January  7, 2003, between the Company and
Greenland  Corporation.  (Incorporated  by reference to Exhibit 99.4 of Form 8-K
filed  January  21,  2003.)  *

10(ag)     Share Acquisition Agreement, dated June 12, 2002, between the Company
and  Quik Pix, Inc. (Incorporated by reference to Exhibit 99.5 of Form 8-K filed
January  21,  2003.)  *

10(ah)     Closing  Agreement, dated July 23, 2002, between the Company and Quik
Pix,  Inc.  (Incorporated by reference to Exhibit 99.6 of Form 8-K filed January
21,  2003.)  *

10(ai)     Stock  Purchase  Agreement  among the Company, Greenland Corporation,
and  ExpertHR-Oklahoma,  dated  March  18,  2003.  (Incorporated by reference to
Exhibit  10(j)  to  Form  10-Q  filed  May  20,  3003).  *

10(aj)     Assignment  of Patent between John Capezzuto and Quik Pix, Inc. dated
January  14,  2003.  **

10(ak)     Promissory  Note between the Company and John Capezzuto dated June 1,
2003  (signed  June  9,  2003)**

10(al)     Promissory  Note between the Company and John Capezzuto dated June 9,
2003  **

10(am)     Agreement  and  Assignment of Rights, dated February 1, 2003, between
Accord  Human  Resources,  Inc.  and  Greenland  Corporation,  and  Imaging
Technologies.  (Incorporated  by reference to Exhibit 10(k) of Form 10-KSB filed
April  7,  2003  by  Greenland  Corporation.)  *

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

10(ao)     Promissory  Note,  dated March 1, 2003, payable to StaffPro Leasing 2
by  Greenland  Corporation.  (Incorporated by reference to Exhibit 10(k) of Form
10-KSB  filed  April  7,  2003  by  Greenland  Corporation.)  *

10(op)     Agreement  to  Acquire Shares between the Company and The Christensen
Group,  et  al,  dated
April  1,  2003.  **

21     List  of  Subsidiaries  of  the  Company  **

23.1     Consent  of  Independent  Accountants  -  Boros  &  Farrington  **

23.2     Consent  of  Independent  Accountants  -  Stonefield Josephson, Inc. **

23.3     Consent  of  Independent Accountants - Pohl, McNabola, Berg and Company
**

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 Annual Report on Form 10-K to be signed on its
behalf  by  the  undersigned,  thereunto  duly  authorized.

Date:     November  12,  2003          IMAGING  TECHNOLOGIES  CORPORATION

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

                         By:/s/  JAMES  R.  DOWNEY,  JR.
                            ----------------------------
                         James  R.  Downey,  Jr.
                         Chief  Accounting  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 Annual Report on Form
10-K  (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 Annual
Report  on  Form  10-K  has  been  signed  below by the following persons in the
capacities  and  on  the  dates  indicated.

<TABLE>
<CAPTION>
<S>                                     <C>                             <C>
SIGNATURE. . . . . . . . . . . . . . .  TITLE                           DATE
--------------------------------------  ------------------------------  ----

  Chairman of the Board of Directors,.  November 12, 2003
/s/ Brian Bonar. . . . . . . . . . . .  Chief Executive Officer, and
--------------------------------------
Brian Bonar. . . . . . . . . . . . . .  Acting Chief Financial Officer
  (Principal Executive Officer)
/s/ Robert A. Dietrich . . . . . . . .  November 12, 2003
--------------------------------------
Robert A. Dietrich
  Director
/s/ Eric W. Gaer . . . . . . . . . . .  November 12, 2003
--------------------------------------
Eric W. Gaer
  Director
/s/ Stephen J. Fryer . . . . . . . . .  November 12, 2003
--------------------------------------
Stephen J. Fryer
  Director
/s/ Richard H. Green . . . . . . . . .  November 12, 2003
--------------------------------------
Richard H. Green
  Director
</TABLE>

<PAGE>