UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                 FORM 10-KSB/A-1

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

                     For the fiscal year ended July 31, 2001

                         Commission File Number 0-18275

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

                      Nevada                                93-0922994
 ----------------------------------------------          --------------------
 State (or other jurisdiction of Incorporation            (IRS Employer
              or organization                            Identification No.)


                 3400 Cottage Way, Sacramento, California 95825
           -----------------------------------------------------------
           (Address of principal executive offices including zip code)

                                 (916) 679-1111
                -------------------------------------------------
               (Registrant's telephone number including area code)


Securities registered under Section 12(b) of the Exchange Act:


      Title of each class            Name of each exchange on which registered
             None                                     N/A
      ------------------             -----------------------------------------


Securities registered under Section 12(g) of the Exchange Act:

                     Common Stock, par value $0.01 per share
                     ---------------------------------------
                                (Title of class)



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

Check if there is no  disclosure of  delinquent  filers  pursuant to Item 405 of
Regulation S-B is not contained herein, and no disclosure 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-KSB or any
amendment of this Form 10-KSB. [ ]

State the issuer's revenues for its most recent fiscal year:  $10,067,000

The approximate market value of stock held by non-affiliates is $1,730,000 based
upon  13,309,000  shares  held by such  persons  and the close  price of $.13 on
October 23, 2001.

The number of shares  outstanding  of the  Registrant's  $0.01 par value  common
stock at October 23, 2001 was 15,849,232.

DOCUMENTS INCORPORATED BY REFERENCE
None


<PAGE>2
                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
        with Section 16(b) of  the Exchange Act.

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

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

     Jeffrey L. Elder                     53            2001          Chairman of the Board

     Lewis "Spike" Humer, Jr.             42            2000          President and Chief Executive Officer
                                                                      (since November 2001) and Director

     Daniela C. Calvitti                  45            2000          Chief Financial Officer and Director

     Melvin Kerr                          46            2001          Chief Operating Officer

     Jay Abraham                          52            2001          Director

     William Bronston, M.D.               62            2001          Director

     Gerry Harris                         68            2001          Director

     John L. Dethmen                      52            2001          Director

     Collins M. Christensen               43            1999          Director (Chief Executive Officer
                                                                      and President until November 2001)

     John Castoro                         42            2000          Vice President, Regional Operations

     Dan Larson                           40            2000          Vice President, Marketing and Media

     Brian Argetsinger                    49            2001          Vice President, Broker Services

     Robert Harris                        53            2000          General Counsel (until November 2001)
</TABLE>


                                    Directors

     The following is a brief  description of the business  background of ITEX'S
Directors:

     Jeffrey L. Elder,  Chairman of the Board since  October,  2001.  Mr.  Elder
served as the Senior Vice President,  Chief Financial  Officer and consultant of
Endosonics  Corporation  from May 2000 to October 2001.  From 1989 to 2000,  Mr.
Elder served at Foundation  Health Systems in various  capacities as Senior Vice
President and Chief Financial Officer,  Director and Consultant.  Mr. Elder is a
certified  public  accountant.   Mr.  Elder  earned  his  Bachelor  of  Business
Administration from Ohio University, Athens, Ohio.

<PAGE>3

     Lewis  "Spike"  Humer,  Jr. was  appointed  President  and Chief  Executive
Officer on November 20, 2001. Mr. Humer was the Chief Operating  Officer and has
been a Director  since  2000.  Mr.  Humer  joined  the  Company in March 1999 as
Director  of  Training  and,  in June  1999,  he was  named  Vice  President  of
Operations.  Prior to joining the  Company,  Mr.  Humer was a Vice  President of
Operations at Carriege House Studio for two years. Mr. Humer joined  Pfaltzgraff
in 1976 and over the next twenty years he held various managerial positions with
increasing level of responsibility.

     Daniela C. Calvitti is the Chief  Financial  Officer of the Company and has
served since October 2000.  Ms.  Calvitti was appointed as a Director and as the
Secretary in 2001.  Prior to joining the Company,  Ms.  Calvitti  served as Vice
President,  Financial  Operations with Foundation  Health Systems.  Ms. Calvitti
holds a B.S. from Miami University of Ohio.

     William  Bronston,  M.D. served as a Medical  Consultant for the California
Department of Rehabilitation from 1985 to 2000. Dr. Bronston served as the Chief
Executive  Officer  of  Tower  Youth,  a  model  telecommunications,  media  and
performing arts youth center and leadership project.

     Jay Abraham  has been the Chief  Executive  Officer of Abraham  Consulting,
which provides  marketing  consulting  services,  since 1995. Mr. Abraham is the
author of the book, Getting Everything You Can Out of All You've Got.

     Gerry  Harris is the Vice  President  of  Operations  for North Main Street
Company,  where he oversees the  management of six hotels  located in California
and  Missouri.  Since 1992,  Mr. Harris has been a consultant to the Lucky Derby
Casino located in Citrus Heights,  California.  Mr. Harris has over thirty years
of experience in the hotel and food and beverage industry.

     John L. Dethman, is a Director, the Secretary,  Chief Operating Officer and
Chief  Financial  Officer  of  New  Technologies,  Inc.,  a  computer  forensics
software,  training and consulting  company.  Mr.  Dethman is a part-time  Chief
Financial  Officer of Zoobles  Enterprises,  LCC, a company that  specializes in
children's education and entertainment  television and videos. Also, Mr. Dethman
provides financial  consulting services to start-up companies.  Mr. Dethman is a
certified public accountant. He received his B.S. from Oregon State University.

     Collins M. Christensen was the President and Chief Executive Officer of the
Company  from 1999 to  2001  and is  currently  a  director.  Prior to  becoming
President of the Company, he was the owner of a cellular telephone company and a
limousine  service.  In 1995, he became an independent  licensed  broker for the
Company and formed and operated an office in Sacramento, California. That office
was acquired by the Company in May 1999.

                               Executive Officers

     The following is a brief  description of the business  background of ITEX'S
officers. There are no family relationships between any director and officer.

<PAGE>4

     Lewis "Spike" Humer, Jr.- see Directors above.

     Daniela C. Calvitti - see Directors above

     Melvin Kerr, was appointed Chief Operating  Officer in November,  2001. Mr.
Kerr earned an MBA from the  University of Chicago,  School of Business.  He has
more than seventeen years of hands-on  management  experience  leading start-up,
turnaround, transition, and high-growth corporations.

     John  Castoro,  has served as the  Company's  Vice  President  of  Regional
Offices since October  2000.  Prior to joining the Company as Vice  President of
Regional  Offices,  Mr. Castoro worked as a Vice President of one of the leading
independent  exchanges  in the United  States,  located in New York.  There,  he
managed both for sales and trading.  Prior to that, Mr. Castoro was a broker for
the Company for three years.

     Dan Larson,  has served as the  Company's  Vice  President of Marketing and
Media since November 2000. Prior to that he served as the General Manager of the
Company's  Sacramento  Office.  Mr. Larson also served as the General Manager of
the Sacramento offices of the California Trade Exchange for three years prior to
the Company's merger with California Trade Exchange in 1999.

     Brian  Argetsinger  has served as the  Company's  Vice  President of Broker
Services since November 2001. Prior to joining the Company,  Mr. Argetsinger was
the part owner of the  independent  ITEX  Brokerarge in Seattle,  one of the top
offices in the country.  In February,  2000,  the Seattle  office became an ITEX
Regional Office and Mr. Argetsinger came to work for the Company.

     Robert I. Harris, Esq. was the Company's Secretary and General Counsel from
May 2000 to November 2001. He was the Secretary from July 2000 to November 2001.
Prior to his employment with the Company,  Mr. Harris was in private practice in
Sacramento for 20 years.

        Compliance with Section 16 of the Securities Exchange Act of 1934

     Based  solely upon a review of Forms 3, 4 and 5 delivered to the Company as
filed with the Securities and Exchange Commission ("Commission"),  directors and
officers of the Company  timely filed all required  reports  pursuant to Section
16(a) of the Securities Exchange Act of 1934, except Jay Abraham who was one day
late on a Form 4,  Lewis  "Spike"  Humer,  Jr.  who was late  filing his Form 3,
Collins  Christensen  who was late  filing  his Form 3 and a Form 4,  Daniela C.
Calvitti  who was late filing her Form 3 and a Form 4, John Castoro who was late
filing his Form 3 and Robert  Harris who was late filing his Form 3. The failure
to timely file reports was  primarily due to changes in  management,  changes in
outside legal counsel and relocation of corporate operations to California.  The
Company has  instituted  new  procedures  to insure timely filing in the future,
including engagement of new securities counsel.

<PAGE>5

Item 10.  Executive Compensation.

     The following table  summarizes all  compensation  earned by or paid to our
Chief Executive Officer during the fiscal year 2001 and the Company's four other
most highly compensated  executive officers whose total annual  compensation for
services rendered in all capacities for 1999, 2000 and 2001 exceeded $100,000.

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


                                             ANNUAL COMPENSATION               LONG-TERM COMPENSATION                 PAYOUTS
                             ---------------------------------------------             AWARDS                ----------------------
                                                                             -----------------------------
                                                                OTHER        RESTRICTED       SECURITIES                 ALL OTHER
NAME AND PRINCIPAL                                              ANNUAL         STOCK          UNDERLYING       LTIP      COMPENSA-
POSITION                     YEAR      SALARY       BONUS        COMP.        AWARD(S)       OPTIONS/SARs     PAYOUTS      TION
--------------------------  ------    ----------  ----------   ---------     ----------      -------------    -------   -----------
Collins M. Christensen,      1999      $ 35,385           -    $1,200(1)             -           200,000         -            -
President & Chief            2000      $190,986    $178,650    $4,800(1)      $140,000           200,000         -            -
Executive Officer during     2001      $267,504                $4,800(1)
fiscal year 2001


Lewis A. Humer, Jr.,         1999      $ 18,462           -   $1,200(1)              -            60,000         -            -
Chief Operating Officer      2000      $ 84,441    $ 89,325   $4,800(1)       $ 35,000           300,000         -            -
during fiscal year 2001      2001      $127,510               $4,800(1)                                          -        4,538(2)


Daniela C. Calvitti,         1999                                                                      -         -            -
Chief Financial Officer      2000                                                                                -            -
                             2001      $ 96,923(3)                                               100,000         -       10,154(2)

John Castoro,                1999                                                                                -            -
Vice President, Regional     2000       128,622                                                                  -        2,500(2)
Operations                   2001      $119,376                                                   50,000         -            -


Robert I. Harris,            1999                                                    -                 -         -            -
General Counsel during       2000      $ 27,000(4) $ 41,685                                                      -            -
fiscal year 2001             2001      $110,019                                                                          13,385(2)


</TABLE>


Footnotes
1.   Represents $400 per month automobile allowance.
2.   Trade dollars earned
3.   Start Date October 2000
4.   Start Date May 2000


<PAGE>6

                       Options Grants in Last Fiscal Year

     The following table provides  information relating to stock options granted
during the year ended July 31, 2001.

                                Individual Grants

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


                   Number of
                  Securities   Percent of Total
                  Underlying   Options Granted
                   Options     to Employees in    Exercise Base Price
       Name        Granted     Fiscal Year             ($/sh)           Expiration Date
   -------------- ----------- -----------------  --------------------   ----------------
   Daniela C.
   Calvitti         100,000          63%                  .75               Oct. 2010

   John Castoro      40,000          25%                  .75               Oct. 2010

</TABLE>

     Aggregated  Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values

     There were no  options  exercised  during  the year ended July 31,  2001 by
executive officers.

                         Ten-Year Options/SAR Repricings

     There were no repricing of options for the fiscal year ended July 31, 2001.

Directors Compensation

     Outside Members of the Board of Directors  receive  compensation of $20,000
annually,  payable  monthly in advance and they  receive  12,000  trade  dollars
annually  with the  corresponding  payroll  taxes being paid by the company.  On
January 2 of each year, all currently  serving outside Directors receive a grant
of 2,500  shares of the  Company's  Common  Stock and a grant of 10,000  options
exercisable  at Fair Market  Value at the date of grant.  In  addition,  outside
directors  receive  $750 per  meeting  with the chair of a  committee  receiving
$1,000 per committee  meeting. A one-time award of 50,000 options was granted in
June, 2001.


<PAGE>7

Employment Agreements

     In May 2000,  the Company  entered into an  employment  agreement  with Mr.
Humer whereby,  Mr. Humer agreed to serve as Chief Operating Officer and receive
compensation  equal to  $120,000  and a $400  per  month  automobile  allowance,
subject to annual increases as may be determined by the Board of Directors.  Mr.
Humer has  proposed  to enter into a new  agreement  with the  current  Board of
Directors  where the eligible  bonus  percentage  will be greatly  reduced.  The
current agreement states that Mr. Humer is eligible to receive quarterly bonuses
of 7.5% of net quarterly  revenues.  Net  quarterly  revenues are equal to total
quarterly revenues, less general operating expenses and taxes (excluding capital
investments, purchases and depreciable expense items). Additional bonuses may be
offered  as   compensation   determined  by  the  Board  of  Directors  and  its
Compensation Committee. The agreement grants Mr. Humer options to purchase up to
200,000 shares of Common Stock at a price of $0.75 per share,  expiring July 25,
2003.  The  employment  agreement  may be  terminated  by mutual  consent of the
Company and Mr. Humer or by the Company  with cause.  The  employment  agreement
expires by its terms on May 21, 2002.

     In May 2000,  the Company and Mr.  Christensen  entered into an  employment
agreement whereby, Mr. Christensen was to serve as President and Chief Executive
Officer of the Company and receive compensation equal to $260,000 per year and a
$400 per month  automobile  allowance,  subject  to annual  increases  as may be
determined by the Board of Directors.  Mr.  Christensen  was eligible to receive
quarterly bonuses of 15% of net quarterly  revenues.  Net quarterly revenues are
equal to total quarterly  revenues,  less general  operating  expenses and taxes
(excluding  capital  investments,  purchases  and  depreciable  expense  items).
Additional bonuses may have been offered as compensation determined by the Board
of  Directors  and  its  Compensation  Committee.   The  agreement  granted  Mr.
Christensen  options to purchase up to 200,000 shares of Common Stock at a price
of $0.75 per share  expiring May 21, 2003.  The  employment  agreement  could be
terminated  by mutual  consent  of the  Company  and Mr.  Christensen  or by the
Company with cause.  The  employment  agreement  expires by its terms on May 21,
2003. The Company elected to terminate the agreement on November 2, 2001.

     In May 2000,  the Company  entered into an  employment  agreement  with Mr.
Harris,  whereby  Mr.  Harris  agreed to serve as General  Counsel  and  receive
compensation  equal to $120,000 per year,  subject to annual increases as may be
determined by the Board of Directors. Mr. Harris was eligible to receive bonuses
based on his  performance  and the  attainment of objectives  established by the
Company.  The  agreement  granted Mr.  Harris  options to purchase up to 100,000
shares  of  Common  Stock  vesting  over a  four-year  term,  with  25%  vesting
immediately,  at a price  of  $1.00  per  share,  expiring  on May 1,  2010.  In
addition, the employment agreement provided that in the event of the acquisition
of the Company,  all of Mr. Harris' options would vest immediately,  unless they
are assumed by the successor corporation. The employment agreement was "at will"
and may be  terminated  at any time by the Company or Mr. Harris with or without
cause. The Company elected to terminate the agreement on November 9, 2001.

Item 11. Security Ownership of Certain Beneficial Owners and Management.

     The following table sets forth certain information as of November 15, 2001,
with respect to the beneficial  ownership of the Company's common stock for each
person known to the Company to own  beneficially  5% or more of the  outstanding
shares of the  Company's  common  stock.  As of November  15,  2001,  there were
15,849,232  shares of common stock  outstanding.  Unless otherwise  listed,  the
address for each stockholder is 3400 Cottage Way, Sacramento, California 95825.

<PAGE>8

                                            AMOUNT OF
NAME                                       OWNERSHIP(1)     OWNERSHIP PERCENTAGE
----------------------------------------   --------------   --------------------

Collins M. Christensen                     2,566,534 (2)           15.8%

Lewis "Spike" Humer, Jr.                     521,300 (3)            3.2%

Daniela C. Calvitti                           68,750 (4)              *%

Gerry Harris                                  27,500 (5)              *%

William Bronston, M.D.                        27,500 (6)              *%

Jay Abraham                                   22,500 (7)              *%

Jeffrey L. Elder                              34,500 (8)              *%

John L. Dethmen                               22,500 (9)              *%

Officers and Directors as a group (11)     3,494,684(10)           20.8%

Footnotes to Table
------------------------------
*    Less than 1%.
(1)  The Ownership  includes only options  exercisable  on or before January 15,
     2002. The total  outstanding  includes shares assumed to be issued upon the
     exercise of options for percentage ownership computation.
(2)  Includes  2,166,534  shares of Common Stock and options to purchase 400,000
     shares of Common Stock.
(3)  Includes  161,300  shares of Common  Stock and options to purchase  360,000
     shares of Common Stock.
(4)  Includes  43,750  shares of Common  Stock and  options to  purchase  25,000
     shares of Common Stock.
(5)  Includes  15,000  shares of Common  Stock and  options to  purchase  12,500
     shares of Common Stock
(6)  Includes  13,000  shares of Common  Stock and  options to  purchase  12,500
     shares of Common Stock.
(7)  Includes  10,000  shares of Common  Stock and  options to  purchase  12,500
     shares of Common Stock.
(8)  Includes  22,000  shares of Common  Stock and  options to  purchase  12,500
     shares of Common Stock.
(9)  Includes  10,000  shares of Common  Stock and  options to  purchase  12,500
     shares of Common Stock.
(10) Includes  2,567,684  shares of Common Stock and options to purchase 927,000
     shares of Common Stock.

Item 12.  Certain Relationships and Related Transactions.

     On  March  30,  1998,  the  Company  agreed  to  issue  250,000  shares  of
unregistered common stock in exchange for the retirement of outstanding warrants
to purchase  1,011,000  shares of common  stock.  The warrants to be retired had
exercise prices ranging from $3.50 per share to $6.12 per share, with expiration
dates  ranging from June 29, 2000 to April 11, 2006.  The warrants  were held by
Wycliff Fund Inc.  ("Wycliff") and The Baily Mutual Fund, Inc.  ("Bailey").  Mr.
Terry  Neal,  the  founder  of the  Company  and the former  Chairman  and Chief
Executive  Officer,  represented  Wycliff  and Bailey in this  transaction.  The
transaction was completed and the shares of common stock were issued on July 22,
1999. As a result of this transaction,  $1,000,000 was charged to expense in the
Company's financial statements.

     In July 1999, when the Company needed working capital,  Vern O. Curtis, who
was at that time, Chairman of the Board of Directors and Collins M. Christensen,
who was President, CEO and a Director of the Company, loaned a total of $480,000
to the Company.  The transactions  were structured as convertible  notes bearing
interest at 10% per annum.  The Company paid those notes in full,  together with
accrued interest in January 2000. The conversion privilege was never exercised.


<PAGE>9

Item 13.  Exhibits and Reports on Form 8-K.

     a)   Exhibit

          None

     b)   Reports on Form 8-K


     The following reports on Form 8-K were filed during the last quarter of the
period covered by this report:

Date of Report                                     Item Reported
-------------------                      ---------------------------------------
March 15, 2001                           Acquisition of substantially all of the
                                         Assets of Ubarter.com Canada

July 23, 2001                            Sale of a License to Operate an ITEX
                                         Retail Exchange to an Independent
                                         Retail Broker in Vancouver, British
                                         Colombia, Canada


<PAGE>10

                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                             ITEX CORPORATION


Date: November 28, 2001                  /s/ LEWIS "SPIKE" HUMER, JR.
                                             ----------------------------------
                                             Lewis "Spike" Humer, Jr.,
                                             President and Chief Executive
                                             Officer and Director
                                             (Principal Executive Officer)


Date: November 28, 2001           By:    /s/ DANIELA C. CALVITTI
                                             -----------------------------------
                                             Daniela C. Calvitti,
                                             Chief Financial Officer and
                                             Director (Principal Financial
                                             Officer)