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

                                   FORM 10-K/A

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

                     FOR THE FISCAL YEAR ENDED JUNE 30, 2000

                           COMMISSION FILE NO. 0-12641

                        IMAGING TECHNOLOGIES CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

             DELAWARE                                       33-0021693

    (STATE OR OTHER JURISDICTION OF                    (IRS EMPLOYER ID NO.)
     INCORPORATION OR ORGANIZATION)

                             15175 INNOVATION DRIVE
                           SAN DIEGO, CALIFORNIA 92128
                                 (858) 613-1300
            (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND REGISTRANT'S
                     TELEPHONE NUMBER, INCLUDING AREA CODE)

       SECURITIES REGISTERED UNDER SECTION 12(B) OF THE EXCHANGE ACT: NONE
         SECURITIES REGISTERED UNDER SECTION 12(G) OF THE EXCHANGE ACT:
                         COMMON STOCK, $0.005 PAR VALUE

Indicate  by a check mark  whether  the  registrant:  (1) has filed all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No |_|

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

At October 10,  2000,  the  aggregate  market  value of the voting stock held by
non-affiliates of the registrant was approximately $26,567,370 based on the last
trade price as reported by The NASD Electronic  Bulletin Board.  For purposes of
this  calculation,  shares owned by officers,  directors,  and 10%  stockholders
known to the registrant have been excluded.  Such exclusion is not intended, nor
shall it be deemed,  to be an admission  that such persons are affiliates of the
registrant.

At October 10, 2000,  there were 104,197,672  shares of the registrant's  Common
Stock, $0.005 par value, issued and outstanding.


<PAGE>




                                    PART III

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

         The  directors and  executive  officers of the Company,  their ages and
positions with the Company as of October 10, 2000 are as follows:
<TABLE>
<CAPTION>
Name                            Age              Position
----                            ---              --------
<S>                             <C>
Brian Bonar                     53          Chairman of the Board of Directors and Chief Executive Officer
Robert A. Dietrich              55          Director
Stephen J. Fryer                62          Director
Eric W. Gaer                    52          Director
Richard H. Green                64          Director
Christopher W. McKee            51          President and Chief Operating Officer
Philip J. Englund               56          Senior Vice President, General Counsel and  Secretary
</TABLE>

INFORMATION ABOUT DIRECTORS

         BRIAN  BONAR has served as  Chairman  of the Board of  Directors  since
December  1999 and as a director of the Company  since August 1995.  From August
1992  through  April  1994,  Mr.  Bonar  served  as the  Company's  Director  of
Technology  Sales and from April 1994 through  September  1994, as the Company's
Vice  President,  Sales and Marketing.  In September  1994, Mr. Bonar became the
Company's  Executive Vice President,  Sales,  Marketing and,  Engineering and in
July  1997,  Mr.  Bonar  was  appointed  as the  Company's  President  and Chief
Operating  Officer.  In April 1998,  he was  appointed  as the  Company's  Chief
Executive Officer.  From 1991 to 1992, Mr. Bonar was Vice President of Worldwide
Sales and  Marketing  for Bezier  Systems,  Inc.,  a San Jose,  California-based
manufacturer and marketer of laser printers. From 1990 to 1991, he was Worldwide
Sales  Manager for Adaptec,  Inc., a San  Jose-based  laser  printer  controller
developer.  From  1988 to 1990,  Mr.  Bonar  was  Vice  President  of Sales  and
Marketing for Rastek Corporation,  a laser printer controller  developer located
in Huntsville,  Alabama.  From 1984 to 1988, Mr. Bonar was employed as Executive
Director  of  Engineering  at  QMS,   Inc.,  an   Alabama-based   developer  and
manufacturer of high-performance color and monochrome printing solutions.  Prior
to these positions,  Mr. Bonar was employed by IBM, U.K. Ltd. for  approximately
17  years.  Mr.  Bonar  serves  as a member  of the  Board of  Directors  of Pen
Interconnect, Inc.

         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.

         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  ad
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.

<PAGE>

         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.

         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.

INFORMATION ABOUT NON-DIRECTOR EXECUTIVE OFFICERS

         CHRISTOPHER  W.  MCKEE has  served  as  President  and Chief  Operating
Officer  since  September  2000,  served as Senior Vice  President of Operations
Worldwide since June 1999 and served as Vice President of Finance and Operations
of the Company from August 1998 to June 1999. Prior to joining the Company,  Mr.
McKee spent 23 years with Flowserve  Corporation  and its  predecessor  company,
BW/IP, Inc., in various financial management positions,  including most recently
as its Director of  Information  Technology and Baan  Implementation.  Mr. McKee
holds a master in business administration degree from Pepperdine University.

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

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

         The  members of the Board,  the  executive  officers of the Company and
persons who hold more than 10 percent of the Company's  outstanding Common Stock
are subject to the reporting  requirements  of Section  16(a) of the  Securities
Exchange  Act of 1934 which  require  them to file reports with respect to their
ownership of the Common Stock and their transactions in such Common Stock. Based
upon (i) the copies of Section  16(a)  reports  which the Company  received from
such  persons for their 2000 Fiscal Year  transactions  in the Common  Stock and
their  Common  Stock  holdings,  the  Company,  to the  best  of  the  Company's
knowledge,  believes  that certain of the reporting  requirements  under Section
16(a) for such  fiscal  year were not met in a timely  manner by its  directors,
executive officers and greater than 10 percent beneficial owners,  including the
following.

         Each of Messrs. Dietrich,  Fryer, Gaer, and Green did not timely file a
Form 3 with the SEC with  respect  to their  becoming  members  of the  Board of
Directors of the Company;  and each of Messrs.  Bonar,  Dietrich,  Fryer,  Gaer,
Green,  McKee and Englund did not timely file a Form 4 with the SEC with respect
to transactions; and, in addition, did not timely file a Form 5 with the SEC.

<PAGE>

ITEM 11.  EXECUTIVE COMPENSATION

         The following table provides certain summary information concerning the
cash compensation and certain other compensation paid,  awarded,  or accrued, by
the Company to the  Company's  Chief  Executive  Officer and the two most highly
compensated  executive officers who were serving at the end of Fiscal Year 2000,
each of whose  salary and bonus  exceeded  $100,000 for the Fiscal Year 2000 for
services  rendered in all capacities to the Company and its subsidiaries for the
fiscal years ended June 30, 1998, 1999 and 2000. The listed individuals shall be
hereinafter referred to as the "Named Officers."
<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE
                                                                                          Long Term
                                                                    Compensation     Compensation Awards
                                                  Annual            ------------  -------------------------
                                  Fiscal     -------------------    Other Annual  Options/        Other
Name and Principal Position        Year       Salary      Bonus     Compensation  SARS(#)      Compensation
                                  ------     --------   --------    ------------  ---------    ------------
<S>                                <C>      <C>         <C>           <C>                <C>     <C>
Brian Bonar                        2000     $ 178,333   $  --         $  --              0       $  --
Chairman, Board of Directors and   1999       250,570      --            --        850,000          --
Chief Executive Officer            1998       235,243      --            --        450,000          --

Christopher W. McKee               2000       104,125      --            --         76,000          --
Senior Vice President of           1999       127,044      --            --        100,000          --
Operations Worldwide               1998             0      --            --           --            --

Philip J. Englund                  2000       102,500    20,250          --         96,000          --
Senior Vice President, General     1999        55,741      --            --         80,000          --
Counsel and Secretary              1998             0      --            --           --            --
</TABLE>

                      OPTION/SAR GRANTS IN LAST FISCAL YEAR

         The following table provides information on Options/SARs granted in the
2000 Fiscal Year to the Named Officers.
<TABLE>
<CAPTION>
                                                                                         ------------------------
                                                                                          Potential Realizable
                                                                                            Value at Assumed

                             Number of    Percent of Total                                Annual Rates of Stock
                             Securities     Options/SARs      Exercise                    Price Appreciation for
                             Underlying      Granted to        or Base                         Option Term (2)
                            Options/SARs     Employees in       Price     Expiration     ------------------------
      Name                 Granted (#)(1)    Fiscal Year      ($/share)       Date          5% ($)        10% ($)
-------------------        --------------    ------------     ---------   ----------     ----------    ----------
<S>                                 <C>           <C>                                    <C>           <C>
Brian Bonar                         0             0              --           --         $    --       $   --

Christopher W. McKee           76,000             4             0.91        7/26/09               0             0

Philip J. Englund              96,000             5             0.91        7/26/09               0             0
</TABLE>

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

(2)  Calculated  based on the closing  price of the  Company's  common  stock on
     October 10, 2000, which was $0.255.

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

         The following  table provides  information  on option  exercises in the
2000 Fiscal  Year by the Named  Officers  and the value of such Named  Officers'
unexercised  options at June 30,  2000.  Warrants to purchase  Common  Stock are
included as options.  No stock  appreciation  rights were exercised by the Named
Officers during the 2000 Fiscal Year, and no stock appreciation rights were held
by them at the end of the 2000 Fiscal Year.
<PAGE>
<TABLE>
<CAPTION>

                                                        Number of Securities          Value of Unexercised
                                                        Underlying Unexercised     In-the-money Options/SARs
                                                     Options/SARs at FY-end (#)    At Fiscal Year End ($) (1)
                          Shares                     ---------------------------   ---------------------------
                        Acquired on       Value
        Name            Exercise (#)   Realized ($)  Exercisable   Unexercisable   Exercisable   Unexercisable
---------------------   ------------   ------------  -----------   -------------   -----------   -------------
<S>                             <C>     <C>             <C>            <C>                 <C>             <C>
Brian Bonar                 0       $      0          433,333        416,667             0               0

Christopher W. McKee        0              0           63,250        112,750             0               0

Philip J. Englund           0              0           50,667        125,333             0               0
</TABLE>

(1) At the 2000 Fiscal  Year end,  the average of the bid and asked price of the
Common Stock on that date as quoted by the NASD  Electronic  Bulletin  Board was
$0.52.

COMPENSATION OF DIRECTORS

         Each member of the Board of  Directors  of the  Company,  who is not an
employee of the Company, receives a quarterly fee of $2,500 from the Company.

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

         None

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     The  Compensation  Committee  currently  consists of Messrs.  Dietrich  and
Fryer. Neither of these individuals was an officer or employee of the Company at
any time during the 2000 Fiscal Year.

     Brian Bonar  serves on the Board of Directors  of Pen  Interconnect,  Inc.,
whose President is Mr. Stephen J. Fryer, a member of the Compensation  Committee
of the Board of Directors of the Company.

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 10,  2000,  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  stockholders  has sole voting and investment
power with  respect  to the  shares  beneficially  owned,  subject to  community
property laws, where applicable.

                                                    Shares of
Beneficial Ownership of Common Stock                Common      Percentage (1)
------------------------------------                ------      --------------

Brian Bonar (2)                                     250,000         *
Robert A. Dietrich (2)                              250,000         *
Stephen J. Fryer (2)                                250,000         *
Eric W. Gaer (2)                                    250,000         *
Richard Green (2)                                   250,000         *
Christopher W. McKee                                      0         *
Philip Englund (3)                                   34,500         *
All current directors and executive officers
 (group of 8) (4)                                 1,034,500         *
----------

<PAGE>

* Owns less than one percent of the outstanding Common Stock

(1)  Percentage  of  ownership  is based on  104,197,672  shares of Common Stock
outstanding  on  October  10,  2000.  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 10, 2000 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  250,000  shares  issuable  upon  exercise  of  warrants  that are
currently  exercisable or will become  exercisable  within 60 days after October
10, 2000.

(3) Includes  22,500 shares issuable upon exercise of options that are currently
exercisable or will become exercisable within 60 days after October 10, 2000.

(4) Includes  1,022,500  shares  issuable  upon exercise of options and warrants
that are currently  exercisable or will become  exercisable within 60 days after
October 10, 2000.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTION

          None

                                    FORM 10-K

         The  Company  filed an  Annual  Report  on Form 10-K with the SEC on or
about October 13, 2000.  Stockholders may obtain a copy of this report,  without
charge,  by writing to Philip J.  Englund,  Senior  Vice  President  and General
Counsel of the Company,  at the Company's principal executive offices located at
15175 Innovation Drive, San Diego, California 92128-3401.

                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                           IMAGING TECHNOLOGIES CORPORATION


October 30, 2000           By: /s/ Brian Bonar
                              -------------------
                               Name:  Brian Bonar
                               Title: Chairman of the Board of Directors and CEO