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, 2002

                         Commission File Number 0-18275

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

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


                 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:

                                                        Name of each exchange on
Title of each class                                         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  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:  $10,137,000

The aggregate market value of stock held by  non-affiliates  is $1,537,461 based
upon  13,976,922  shares held by such  persons and the closing  price of $.11 on
September 17, 2002.

The number of shares outstanding of the Registrant's common stock at September
17, 2002 was 17,727,565.

DOCUMENTS INCORPORATED BY REFERENCE

None.
<PAGE>



EXPLANATION

This amendment to Form 10-KSB is filed to correct a  typographical  error on the
Company's  Consolidated  Balance Sheets.  The corrected  "total  liabilities and
stockholders'  equity"  at July  31,  2001 is  $6,305,000,  not  $2,867,000,  as
incorrectly  reported on the  original  submission.  The  independent  auditors'
reissued their report due to the correction.  The Company also included the line
for "Total Liability" in the balance sheet,  which was also previously  omitted.
There are no other changes to the Form 10-KSB as filed on October 29, 2002.


ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The following documents are filed as part of this Report:

Financial statements

Report of Ehrhardt Keefe Steiner & Hottman PC, Independent Public Accountants

Consolidated balance sheet at July 31, 2002

Consolidated  statements of operations and  comprehensive  (loss) income for the
fiscal years ended July 31, 2002 and 2001

Consolidated  statements of stockholders' equity for the fiscal years ended July
31, 2002 and 2001

Consolidated  statements  of cash flows for the fiscal years ended July 31, 2002
and 2001

Notes to consolidated financial statements


<PAGE>



INDEPENDENT AUDITORS' REPORT


Board of Directors and Stockholders
ITEX Corporation
Sacramento, California


We have audited the accompanying consolidated balance sheets of ITEX Corporation
as of July  31,  2002 and  2001,  and the  related  consolidated  statements  of
operations,  stockholders'  equity and cash  flows for the years  ended July 31,
2002 and 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 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  consolidated  financial  statements.  An audit also includes  assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall  consolidated  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 financial position of Itex Corporation as
of July 31, 2002,  and the results of their  operations and their cash flows for
the years ended July 31, 2002 and 2001 in conformity with accounting  principles
generally accepted in the United States of America.


s/ Ehrhardt Keefe Steiner & Hottman PC

Ehrhardt Keefe Steiner & Hottman PC

September 24, 2002
Denver, Colorado

<PAGE>

                                ITEX CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                    (In thousands, except per share amounts)

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

                                                                                          July 31, 2002       July 31, 2001
                                                                                          -------------       -------------
                                      Assets
Current assets:
     Cash and cash equivalents                                                                 $     90       $         282
     Restricted cash                                                                               ----                 724
     Accounts receivable, net of allowance for doubtful accounts of $50                             896               1,081
     Receivable - regional office sales                                                              74                ----
     Prepaid and other current assets                                                               130                 122
                                                                                          -------------       -------------
  Total current assets                                                                            1,190               2,209

Property and equipment, net of accumulated depreciation of  $561                                    241               2,459

Purchased member lists, net                                                                         941               1,520

Receivable - regional office sales, less current portion                                            253                ----

Available for sale securities                                                                      ----                  35

Other assets                                                                                         82                  82
                                                                                          -------------       -------------
               Total assets                                                               $       2,707       $       6,305
                                                                                          =============       =============

                       Liabilities and stockholders' EQUITY
Current liabilities:
     Long-term debt, current portion                                                      $         300       $         996
     Accounts payable                                                                               435                 315
     Accounts payable to independent licensed brokers                                               680               1,280
     Accrued payroll and taxes                                                                      242                 313
     Deferred revenue, current portion                                                               64                  43
     Accrued audit and legal fees                                                                   350                  48
     Accrued legal settlements                                                                       82                 701
     Other current liabilities                                                                      365                 478
                                                                                          -------------       -------------
  Total current liabilities                                                                       2,518               4,174

Deferred revenue                                                                                    149                 130

Long-term debt and capital lease obligations                                                       ----                 101

Common stock subject to a put (0 and 333 shares in 2002 and 2001, respectively                     ----               1,500
outstanding)

Commitments and contingencies (NOTE 8)                                                    -------------       -------------

               Total liability                                                                    2,667               5,905
<PAGE>

Stockholders' equity:


       Common stock, $.01 par value; 50,000 shares authorized;
         17,727 shares issued and outstanding                                                       177                 159
 Additional paid-in capital                                                                      29,226              28,977
Unrealized gain on marketable securities                                                           ----                  34
 Treasury stock, at cost (2 shares)                                                                 (10)                (10)
 Accumulated deficit                                                                            (29,353)            (28,760)
                                                                                          -------------       -------------
  Total stockholders' equity                                                                         40                 400

                Total liabilities and stockholders' equity                                $       2,707       $       6,305
                                                                                          =============       =============
</TABLE>

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





                                ITEX CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    (In thousands, except per share amounts)
<TABLE>
<CAPTION>
<S>                                                                     <C>                           <C>


                                                                      For the fiscal years ended July 31,
                                                               ----------------------------------------------
                                                                         2002                      2001
                                                               --------------------       -------------------
Revenue:
 Trade exchange revenue                                           $         10,137          $         10,067

                                                                    ---------------           ---------------
                                                                            10,137                    10,067
                                                                    ---------------           ---------------
Costs and expenses:
 Costs of trade exchange revenue                                             5,383                     5,078
 Selling, general and administrative                                         4,354                     7,051
 Costs and expenses of regulatory and litigation matters                       458                       410
 Depreciation and amortization                                                 712                       584
                                                                    ---------------           ---------------
                                                                            10,907                    13,123
                                                                    ---------------           ---------------

Loss from operations                                                          (770)                   (3,056)
                                                                    ---------------           ---------------

Other income (expense):
  Other interest income (expense), net                                         (81)                      (57)
  Gain on sale of securities                                                    63                       ---
  Miscellaneous, net                                                           195                       223
                                                                    ---------------           ---------------
                                                                               177                       166

Loss before income taxes                                                      (593)                   (2,890)

Income taxes (expense) benefit                                                 ---                      (241)
                                                                    ---------------           ---------------

                                                                              (593)                   (3,131)

Cumulative effect of change in accounting principle,  net                      ---                       (20)
                                                                    ---------------           ---------------
Net loss                                                       $              (593)          $        (3,151)
                                                                    ---------------           ---------------

Other comprehensive (loss) income - unrealized gain on                         ---                       (79)
securities
                                                                    ---------------           ---------------
Comprehensive loss                                             $              (593)          $        (3,230)
                                                                    ===============           ===============
Average common and equivalent shares:
    Basic                                                                   17,050                    15,849
                                                                    ---------------           ---------------
    Diluted                                                                 17,050                    15,849
                                                                    ---------------           ---------------
Net loss per common share:
    Basic                                                      $              (.03)          $          (.20)
    Diluted                                                                   (.03)                     (.20)
</TABLE>

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



                                ITEX CORPORATION
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                For the fiscal years ended July 31, 2002 and 2001
                                 (in thousands)
<TABLE>
<CAPTION>
<S>                        <C>         <C>        <C>          <C>               <C>           <C>          <C>


                                                             Unrealized
                            Common Stock       Additional      gain on
                         --------------------    paid in     marketable      Accumulated     Treasury
                          Shares     Amount      capital     securities        deficit        stock       Total
                         ---------  ---------  ------------ -------------- ---------------- ----------- -----------

Balance, July 31, 2000      15,838  $    159    $  28,977     $     113      $  (25,609)     $   (10)     $   3,630

Stock issued to board
members                         11

Decrease in
unrealized gain                                                     (79)                                       (79)

Net loss                                                                         (3,151)                    (3,151)
                         ---------  ---------  ------------ -------------- ---------------- ----------- -----------
Balance, July 31, 2001      15,849  $    159    $  28,977     $      34      $  (28,760)     $   (10)     $    400

Stock issued  to
employees and board
members                      1,155        12           91                                                      103

Stock issued to
outside consultant             250         2           27                                                       29

Stock issued to
previous board                 140         1          104                                                      105

Disposal of building
at 3400 Cottage Way            333         3           27                                                       30

Release of unrealized
gain                                                                (34)                                       (34)

Net loss
                                                                                   (593)                      (593)
                         ---------  ---------  ------------ -------------- ---------------- ----------- -----------
Balance, July 31, 2002      17,727   $    177   $    29,226   $       0      $  (29,353)      $    (10)   $     40
                         =========  =========  ============ ============== ================ =========== ===========

</TABLE>



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


<PAGE>


                                ITEX CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
<TABLE>
<CAPTION>
<S>                                                                         <C>                   <C>

                                                                             Year ended July 31,
                                                                   -----------------------------------------
                                                                          2002                   2001
                                                                   -------------------     -----------------
Cash flows from operating activities
  Net (loss) income                                                 $           (593)       $        (3,151)

  Items to reconcile to net cash (used in) operations:
   Gain on sale of regional offices                                             (303)                   ---
   Loss on disposal of building                                                  190                    ---
   Gain on lease settlement                                                     ( 31)                   ---
   Stock based compensation                                                      132                    ---
   Gain on sale of securities                                                   ( 63)                   ---
   Depreciation and amortization                                                 712                    548
   Write-offs and write downs                                                    ---                    414
   Change in allowance for uncollectible receivables                             ---                    550
   Payment of incentive compensation                                             ---                   (339)
 Changes in operating assets and liabilities:
 Accounts receivable                                                             185                   (872)
     Income tax refund receivable                                                ---                  2,194
 Prepaids and other assets                                                        (8)                    17
 Accounts payable, other current liabilities and deferred revenue              ( 236)                   218
     Other long term liabilities                                                 ---                    130
 Accounts payable to independent licensed brokers                               (600)                   467
                                                                   -------------------     -----------------
   Net cash (used in) provided by operating activities                          (615)                   176
                                                                   -------------------     -----------------
Cash flows from investing activities:
    Proceeds from sales of regional offices                                       88                    ---
    Proceeds from sales of securities                                             64                    ---
    Net cash used in acquisition of business assets                              ---                   (704)
    Purchase of property and equipment                                           (29)                    (8)
                                                                   -------------------     -----------------
  Net cash provided by (used in) investing activities                            123                   (712)
                                                                   -------------------     -----------------
Cash flows from financing activities:
  Borrowings (repayments) of third party indebtedness                           (424)                    26
                                                                   -------------------     -----------------
 Net cash (used in) provided by financing activities                            (424)                    26
                                                                   -------------------     -----------------
Net decrease in cash and equivalents                                            (916)                  (510)
Cash and equivalents at beginning of period                                    1,006                  1,516
                                                                   -------------------     -----------------
Cash and cash equivalents at end of period                                        90                  1,006
                                                                   ===================     =================
Supplemental cash flow information
   Cash paid for interest                                           $             92                     83
   Cash paid for income taxes                                                      7                     17
</TABLE>


Supplemental non-cash investing and financing activities:
---------------------------------------------------------
During the year ended July 31, 2001,  the Company  acquired a license  agreement
with a $50 note payable, the Company acquired  various  assets of Ubarter.com in
Canada for $325 in cash and $500 note payable.
During 2002, the Company canceled a transaction for the original purchase of the
corporate office building.  The result was a decrease in fixed assets of $1,960,
a decrease in debt of $1,800  consisting  of $300  reduction of current debt and
$1,500  reduction of common stock  subject to a put,  the  re-issuance  of stock
valued at $30 and recorded a net loss of $190.
The  Company  sold  several  regional  offices  with a net  book  value  of $112
(consisting  of $8 in fixed  assets and $104 in member  lists) in  exchange  for
receivables of $415 and recorded a net gain of $303.
The Company  settled an $83 note  payable for $70 cash.  The  difference  of $13
reduced the member list associated with the original purchase.
The Company  entered into an agreement  with its primary  lease vendor to settle
all current and future payments at a greatly discounted rate. The net effect was
a reduction of net fixed assets of $29 and a reduction of current and  long-term
capital lease  liability of $161.  The Company  agreed to pay $101 to settle the
debt and recorded a net gain of $31.

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




<PAGE>

ITEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company

ITEX  Corporation  ("ITEX" or the "Company") was incorporated in October 1985 in
the State of Nevada.  The Company  operates a retail trade exchange for which it
acts as third-party  record-keeper and in many cases, an independent  broker for
transactions  between  members of the  exchange.  The Company  collects  monthly
association fees and percentage based transaction fees. In addition, the Company
provides merchandise for sale to its members for trade dollars.

A summary of significant  accounting  policies applied in the preparation of the
accompanying consolidated financial statements follows:

Revenue Recognition

ITEX  recognizes  revenue  from  various cash fees charged in managing the trade
exchange when persuasive  evidence of an arrangement exists, the transaction has
occurred or the monthly  service  has been  provided,  the charges are fixed and
determinable and no major uncertainty exists with respect to collectibility.

The Company charges members of the trade exchange an association fee of $20 cash
each four-week  accounting  cycle ($260 annually) and 10 ITEX Trade Dollars each
cycle (130 Trade Dollars  annually) in accordance with its trade exchange member
agreements.  Association  fees can be paid using the  Company's  Member  Autopay
system.

ITEX also  receives  cash  transaction  fees  based on the  value of the  barter
transaction,  from both the buyer and the seller.  Members are billed at the end
of each four-week  accounting  cycle. If a member pays  automatically  by credit
card or electronic funds transfer through the Company's Preferred Member Autopay
system,  the cash fee is 5% of the dollar  amount of the member's  purchases and
sales during the billing  period.  If a member pays by check or otherwise  after
receiving a mailed statement at the end of each four-week cycle, the cash fee is
7-1/2% of the dollar  amount of that  member's  purchases  and sales  during the
period. Currently,  approximately 85% of payments are made automatically through
electronic  funds transfer or by credit cards using the Preferred Member Autopay
system.

As described  below under  accounting for  transactions  in trade  dollars,  the
Company  historically  has not recorded  revenues for trade dollars  received in
exchanges with its trade exchange members.

Ongoing Independent Licensed Brokers and Future Franchise Related Revenue

Future  Franchisees and existing  Independent  Licensed Brokers (ILB) are paid a
percentage  of revenues  collected by the Company,  which ranges from 40% to 75%
depending  on the  volume of  transactions  and net  increases  in the number of
members enrolled during each 28-day accounting  cycle.  Receipts are recorded as
revenue and payments to future  franchisees and existing  licensees are included
in costs of sales.
<PAGE>

Accounting for Trade Dollar Activities

The Company  receives trade dollars for monthly  services  provided to its trade
exchange members, and as transaction fees for exchanges made by its members. The
Company also expends trade dollars in the  acquisition of goods or services used
in its  operations.  When  reasonably  determinable,  the Company  records these
transactions at the fair value of the goods or services received.  Historically,
the  Company  has spent  virtually  all trade  dollars  for broker  commissions,
advertising,  salaries  and  legal  settlements.  Because  there  is no  readily
estimatable  or  determinable  value for these goods and services,  they are not
reflected in the  accompanying  financial  statements.  The Company also has the
ability to spend or create trade  dollars with no  obligations  to the exchange.
The Company has historically "spent" more trade dollars that it has earned.

Transactions  that  originate  from the creation of trade  dollars  expended for
goods or services do not qualify as exchanges under APB 29 and,  accordingly are
not reflected in the accompanying financial statements.

The  Company  currently  owns real  estate  building  lots in  Canada  that were
purchased with ITEX Trade Dollars.  The Company intends to market these lots for
cash but there is no assurance that the Company will be successful.

Transactions  that  involve the exchange of goods or services for other goods or
services are  accounted for in  accordance  with APB 29 and the  interpretations
contained in EITF 93-11 and 99-17.  Accordingly,  the Company  generally records
exchanges  at the  carrying  value  of  goods  or  services  exchanged  which is
typically  zero,  as the fair  values of the goods or  services  exchanged  lack
readily  determinable fair values within reasonable limits as the Company has no
history of receiving  cash in similar  transactions,  and therefore the earnings
process has not been completed.

IRS Requirements

While the accounting  policies described above are used for financial  reporting
purposes, the Internal Revenue Service requires, for purposes of taxation,  that
the Company  recognize  revenues,  expenses,  assets,  and  liabilities  for all
transactions  in which the Company either  receives or spends ITEX trade dollars
using the ratio of one U.S. dollar per ITEX Trade Dollar.  The Company  accounts
for ITEX Trade Dollars internally, in addition to cash, in statements to members
and independent  licensed  brokers and in other ways necessary for the operation
of the trade exchange and the business of the Company.

Principles of Consolidation

The consolidated  financial  statements  include the accounts of the Company and
its wholly-owned subsidiaries.  All inter-company accounts and transactions have
been eliminated.

Net Revenue and Deferred Revenue

The Company  charges cash  association  fees to each member and individual  cash
transaction  fees from the buyer and  seller.  Revenues  related to the  monthly
association  fees and  transaction  fees are  recognized  immediately.  Revenues
related  to new  membership  fees  and  related  commissions  are  deferred  and
amortized over the average life of a membership, approximately four (4) years.

Cash and Cash Equivalents

Cash and cash equivalents  includes all cash and highly liquid  investments with
maturities at the date of purchase of 90 days or less.
<PAGE>

Concentrations of Credit Risk

At July 31,  2002,  the  Company  maintained  its  major  cash  balances  at one
financial institution located in Portland, Oregon and two financial institutions
in Canada. The balances are insured by the Federal Deposit Insurance Corporation
up to $100 and by the Canadian Deposit Insurance  Corporation up to $39. At July
31, 2002, the Company's uninsured cash balances totaled $154.

Property and Equipment

Property  and  equipment  are stated at cost and  include  those  additions  and
improvements  that add to  productive  capacity  or  extend  useful  life.  When
property  or  equipment  are sold or  otherwise  retired,  the cost and  related
accumulated  depreciation  are  removed  from the  respective  accounts  and the
resulting gain or loss is recorded in the statement of operations.  The costs of
repair and  maintenance  are  charged to expense as  incurred.  Depreciation  is
computed  using the  straight-line  method  over  useful  lives of three to five
years.

Intangible Assets

The Company amortizes costs of customer lists acquired in business  combinations
using the straight-line method over the estimated life of four years.

Long-Lived Assets

The Company  reviews its  long-lived  assets for impairment  whenever  events or
changes in circumstances  indicate that the carrying amount of the asset may not
be recovered.  The Company looks primarily to the undiscounted future cash flows
in its  assessment of whether or not long-lived  assets have been  impaired.  At
July 31, 2002, the Company determined no impairment was appropriate.

Other Assets

The Company  accounts  for  holdings  of equity  securities  of other  companies
pursuant to Statement of Financial Accounting Standards No. 115, "Accounting for
Certain  Investments  in Debt and Equity  Securities"  (SFAS 115). The Company's
equity  securities  generally  qualify  under the  provisions of SFAS No. 115 as
available  for sale.  As of July 31,  2002 the  Company was not holding any such
securities.

Capitalized Software Development Costs

Direct costs incurred in the  development of software are  capitalized  once the
preliminary project stage is completed,  management has committed to funding the
project,  and  completion  and use of the software for its intended  purpose are
probable.  The  Company  ceases  capitalization  of  development  costs once the
software has been substantially completed and is ready for its intended use. The
Company has no capitalized costs included in its financial statements.

Income Taxes

The Company  accounts for income taxes in accordance with Statement of Financial
Accounting  Standards  No.  109.  Under  SFAS No.  109,  an asset and  liability
approach is required.  Such approach  results in the recognition of deferred tax
assets and  liabilities  for the expected  future tax  consequences of temporary
differences  between the book  carrying  amounts and the tax basis of assets and
liabilities.
<PAGE>

Income (Loss) Per Share

The Company prepares its financial  statements in accordance with the provisions
of Statement of Financial  Accounting  Standards No. 128,  "Earnings per Share",
which requires  presentation on the face of the statement of operations for both
basic and  diluted  earnings  per  share.  Basic  earnings  per  share  excludes
potential  dilution  and is  computed  by dividing  income  available  to common
stockholders by the weighted-average number of common shares outstanding for the
period.  Diluted  earnings per share reflects the potential  dilution that could
occur if securities or other  contracts to issue common stock were  exercised or
converted  into common  stock or resulted in the  issuance of common  stock that
then shared in the earnings of the entity.

Fair Value of Financial Instruments

All of the Company's  significant  financial  instruments  are recognized in its
balance sheet. The carrying value of financial assets and liabilities  generally
approximates fair value as of July 31, 2002.

Estimates and Assumptions

Management uses estimates and assumptions in preparing  financial  statements in
accordance with accounting principles generally accepted in the United States of
America.  Those estimates and assumptions affect the reported amounts of assets,
liabilities,   revenue,  expenses,  gains  and  losses,  and  disclosures  about
contingent assets and liabilities.  Significant estimates include the fair value
of non-monetary  transactions,  various  litigation matters described herein and
the recoverability of certain  intangible  assets.  Actual results may vary from
estimates and assumptions that were used in preparing the financial statements.

Reclassifications

Certain  reclassifications  have been made to the financial  statements of prior
years to conform to the July 31, 2002 presentation.  Such  reclassifications had
no effect on the results of operations or stockholders' equity.

Recent Accounting Pronouncements

In August 2001, the FASB issued SFAS No. 143,  "Accounting for Asset  Retirement
Obligations."  SFAS No. 143 requires the fair value of a liability  for an asset
retirement  obligation to be recognized in the period in which it is incurred if
a reasonable estimate of fair value can be made. The associated asset retirement
costs are  capitalized as part of the carrying  amount of the long-lived  asset.
SFAS No. 143 is effective for the Company for fiscal years  beginning after June
15,  2002.  The Company  believes the  adoption of this  statement  will have no
material impact on its consolidated financial statements.

In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of  Long-Lived  Assets."  SFAS No. 144 requires  that those  long-lived
assets be measured at the lower of carrying  amount or fair value,  less cost to
sell,  whether  reported in continuing  operations or  discontinued  operations.
Therefore,  discontinued operations will no longer be measured at net realizable
value or include amounts for operating  losses that have not yet occurred.  SFAS
No. 144 is effective for financial  statements issued for fiscal years beginning
after  December 15, 2001 and,  generally,  is to be applied  prospectively.  The
Company  believes the adoption of this statement will have no material impact on
its consolidated financial statements.
<PAGE>

In April 2002, the FASB issued SFAS No. 145,  "Rescission of SFAS Nos. 4, 44 and
64,  Amendment of SFAS 13, and Technical  Corrections as of April 2000. SFAS No.
145  revises  the  criteria  for  classifying  the  extinguishment  of  debt  as
extraordinary and the accounting treatment of certain lease modifications.  SFAS
145 is effective in fiscal 2003,  and is not expected to have a material  impact
on the Company's consolidated financial statements.

In July 2002, the FASB issued SFAS No. 146 "Accounting for Costs Associated with
Exit or Disposal  Activities."  SFAS No. 146 provides  guidance on the timing of
the recognition of costs  associated with exit or disposal  activities.  The new
guidance  requires  costs  associated  with exit or  disposal  activities  to be
recognized when incurred. Previous guidance required recognition of costs at the
date of commitment to an exit or disposal  plan. The provisions of the statement
are to be adopted  prospectively  after December 31, 2002. Although SFAS No. 146
may impact the accounting  for costs related to exit or disposal  activities the
Company may enter into in the future, particularly the timing of the recognition
of these  costs,  the adoption of the  statement  will not have an impact on the
Company's present financial condition or results of operations.

Cumulative Effect of Change in Accounting Principle

The Company  implemented SEC Staff Accounting  Bulletin (SAB) No. 101,  "Revenue
Recognition  in  Financial  Statements,"  during  the  fourth  quarter  of 2001,
effective as of the beginning of the year. This SAB requires initial  membership
fee revenues  that do not represent a separate  earnings  process to be deferred
and recognized over the estimated service period.  Associated incremental direct
costs, such as commissions to salespeople, may also be deferred, but only to the
extent of revenues subject to referral. The Company recorded a charge of $20 for
the cumulative  effect of change in accounting  principle in 2001. The effect of
the change on the year ended July 31, 2001 was to decrease  revenues by $132 and
expenses by $65.

NOTE 2 - REGIONAL OFFICE RECEIVABLES

During  fiscal 2002 the Company  sold its regional  offices in  Portland,  Costa
Mesa,  Lafayette,  Orlando,  Jensen Beach, Houston, and St. Louis to independent
licensed brokers.
<TABLE>
<CAPTION>
<S>                               <C>              <C>          <C>         <C>          <C>              <C>

                                                             Balance at                 Long
                                                Sale Amount   July 31,    Current       Term        Projected Payoff
    Office Location           Date of Sale                      2002       Portion     Portion            Date
------------------------- --------------------- ------------ ------------ ---------- ------------ ---------------------

Portland, OR              October, 2001                 $92          $68        $19          $49       September, 2006
Lafayette, LA             October, 2001                 $38          $29        $12          $17            July, 2005
Orlando, FL               September, 2001               $78          $60        $19          $41         January, 2006
Jensen Beach, FL          October, 2001                 $75          $48         $8          $40            July, 2009
Houston, TX               November, 2001                $97          $88         $9          $79       September, 2014
St. Louis, MO             March, 2002                   $35          $34         $7          $27        December, 2007
                                                ------------ ------------ ---------- ------------
                                                       $415         $327        $74         $253
                                                ============ ============ ========== ============
</TABLE>

The regional  offices sold carried a net book value of $112 (consisting of $8 in
fixed assets and $104 in member lists) in exchange for  receivables of $415. The
Company recognized a gain of $303, included in miscellaneous income (expense).
<PAGE>

NOTE 3 - AVAILABLE FOR SALE SECURITIES

During the fiscal year ended July 31, 2002 the Company sold the remainder of its
available for sale  securities  for $64,  realizing a gain of $63. The Wade Cook
stock sold had no carrying value in the financial statements;  therefore the net
proceeds  from the sale of securities  was  recognized as a gain. As of July 31,
2001 the Company showed an asset of $35 for available for sale securities and an
unrealized gain of $34 as an equity component.

NOTE 4 - PROPERTY AND EQUIPMENT
<TABLE>
<CAPTION>
<S>                           <C>              <C>               <C>               <C>

                                                              Accumulated
                           Estimated         Balance         Depreciation     Net Book Value
Fixed Asset Type          Useful Life     July 31, 2002      July 31, 2002
------------------------ --------------- ----------------- ------------------ ---------------

Computers                   3 years                  $253               $220             $33
Software                    3 years                   $11                $ 1             $10
Equipment                   5 years                  $401               $239            $162
Furniture                   5 years                  $137               $101             $36
                                         ----------------- ------------------ ---------------
                                                     $802               $561            $241
                                         ================= ================== ===============
</TABLE>

Property and  equipment is  depreciated  using the straight line method over the
asset's estimated useful life.  Depreciation  expense for property and equipment
was  $256 and  $278  for the  fiscal  years  ending  July  31,  2002  and  2001,
respectively.

In February  2000 the Company  entered  into an  agreement to purchase an office
building  for its  corporate  offices  located in  Sacramento,  California.  The
Company  paid  $200  cash,  333,  shares of common  stock,  plus 200 ITEX  trade
dollars. In addition, the Company recorded a note payable for $300 along with an
obligation  against the property of $1,500. In January 2002, both parties agreed
to cancel the  transaction  and all  guarantees  in  exchange  for 50 ITEX trade
dollars.  The  original  seller  retained  the cash,  stock  and  trade  dollars
previously paid and issued.  The Company has entered into a lease with the owner
for 18-months with monthly payments of $13.

The transaction  reduced assets on the Company's books by $1,960,  including the
building,   leasehold   improvements  and  related   accumulated   depreciation.
Liabilities  were  reduced by  $1,800,  including  the note  payable of $300 and
common stock  subject to a put  totaling  $1,500.  Equity was  increased by $30,
including $3 of common stock and $27 of additional paid in capital.  The Company
recorded  a  net  loss  of  $190  on  disposal  of  the  building,  included  in
miscellaneous income (expense).

NOTE 5 - PURCHASED MEMBER LISTS

At July 31, 2001, the cost of acquired member lists was $2,027, less accumulated
amortization of $1,086,  for a net carrying value of $941. These amounts include
the new member  lists  acquired  in the  purchases  of the  Canada,  Seattle and
Sacramento brokerages.

The  weighted  average  amortization  period for the  purchased  member lists is
approximately  2.15 years. The following table shows the estimated  amortization
expense for these assets for each of the five succeeding fiscal years:

                     Fiscal year:

                     2003                          $438
                     2004                          $438
                     2005                          $ 65
<PAGE>

Changes in the carrying amount of member lists for the year ended July 31, 2002
are summarized as follows:

           Balance as of July 31, 2001           $1,480
           Amortization                            (456)
           Member list dispositions                ( 83)
                                                 ---------
           Balance as of July 31, 2002           $  941

Dispositions consist of member lists sold with regional offices during 2002.

NOTE 6 - LONG-TERM DEBT, CURRENT

The Company has entered into a $300  short-term  note payable to an  individual.
The note  bears  interest  at 16%  payable  monthly  with all  principal  due on
December  31,  2002.  This note is  secured  by  certain  personally  owned real
property of the Company's former President and CEO.

In February  2002 an  agreement  was reached  between  Network  Commerce and the
Company to settle the note payable with a balance of $83 for a one-time  payment
of $70.  The  difference  of $13 was  recorded as a reduction  to the  purchased
member list.

In May 2002, the Company entered into an agreement with its primary lease vendor
to settle all current and future payments at a greatly  discounted rate. The net
effect was a reduction of net fixed assets of $29 and a reduction of current and
long-term  capital lease  liability of $161.  The Company  agreed to pay $101 to
settle the debt and recorded a net gain of $31. The Company  agreed to make four
payments,  $76 of which had been paid as of July 31, 2002.  The remaining $25 is
included in accounts payable.

NOTE 7 - OTHER CURRENT LIABILITIES

At July 31, 2002, the balance in other current liabilities  consists of accruals
for business property taxes, annual  shareholders'  meeting,  annual ITEX broker
convention and the annual President's Club trip.

NOTE 8 - COMMITMENTS AND CONTINGENCIES

The Company conducts a portion of its business  utilizing  leased  facilities in
various  cities in which it  operates.  Certain  lease  agreements  provide  for
payment  of  insurance,  maintenance  and other  expenses  related to the leased
property. Certain lease agreements also provide an option for renewal at varying
terms.  The Company also leases a portion of its equipment  and furniture  under
operating  leases.  The aggregate  future minimum  commitments  under  operating
leases are as follows:

           Fiscal year ending July 31,
                           2003                        $ 284
                           2004                           74
                           2005                           27
                           2006                          ---
                        Thereafter                       ---
                                                  ----------------

           Total                                       $ 385
                                                  ----------------
<PAGE>

Office rent  expense for the  periods  ended July 31, 2002 and 2001  amounted to
$315 and $310,  respectively.  Equipment rent expense for the periods ended July
31, 2002 and 2001 amounted to $100 and $206, respectively.

In the  ordinary  course of business,  the Company may be subject to  litigation
matters  and claims  that are normal for its  operations.  While the  results of
litigation and claims cannot be predicted with certainty,  management  believes,
based on advice of counsel,  the final  outcome of such  matters will not have a
materially adverse effect on the consolidated  financial  position.  See NOTE 13
for detailed discussion of legal matters.

NOTE 9 - STOCKHOLDERS' EQUITY

Stock Options

The Company  adopted the  following  incentive  stock  option  plans under which
common stock may be purchased by employees,  officers, directors and consultants
of the Company. All option prices are at market price at the date of grant.
<TABLE>
<CAPTION>
<S>                                 <C>                    <C>                            <C>

Date of Plan Adoption            Number of            Grant Period               Date of Stockholder
                                 Shares                                          Approval
                                 Authorized
-----------------------------    --------------       -----------------------    ----------------------------

February 11, 1994                  200                10 years                   February 10, 1995
October 26, 1994                   750                10 years                   February 10, 1995
December 15, 1995                1,250                10 years                   May 3, 1996
December 27, 1996                1,000                 5 years                   February 9, 1999
January 1, 1997                    755                10 years                   February 9, 1999
September 3, 1997                  965                10 years                   February 9, 1999
</TABLE>

The following  summarizes  activity for the fiscal years ended July 31, 2002 and
2001 activity:
<TABLE>
<CAPTION>
<S>                                       <C>                <C>                        <C>

                                             Number of Options
                                     ----------------------------------
                                       Available           Granted              Option Price per Share
                                     --------------     ------------------------------------------------

Balance, July 31, 2000                    345               4,157                    $0.75 - $6.13
   Granted                               (369)                369                    $0.40 - $1.00
   Cancelled                              110                (110)                        $5.50
                                     --------------     ---------------

Balance, July 31, 2001                      86              4,416                    $0.40 - $6.13
   Granted                              (1,290)             1,290                    $0.08 - $0.21
   Cancelled                             3,506             (3,506)                   $0.08 - $6.13
                                     --------------     ---------------
</TABLE>

Balance, July 31, 2002                   2,302              2,200
<PAGE>

In the fiscal year 2001,  the Company  issued  options to purchase 369 shares of
common  stock to  employees,  officers  and  directors.  Options to purchase 110
shares of common stock were canceled during the period according to the terms of
the option  agreements.  The exercise price of options granted were equal to the
fair market  value as  determined  by the  closing  bid price for the  Company's
common stock on the date of grant.  Exercise  prices varied from $0.40 to $1.00.
The options vest 25% immediately and 25% each year.  Employee  options expire if
they are not exercised within 30 days of termination of employment.

In the fiscal year 2002,  the Company issued options to purchase 1,290 shares of
common stock to employees,  officers and  directors.  Options to purchase  3,506
shares of common stock were canceled during the period according to the terms of
the option  agreements.  The exercise price of options granted were equal to the
fair market  value as  determined  by the  closing  bid price for the  Company's
common stock on the date of grant.  Exercise  prices varied from $0.08 to $0.21.
The options vest 25% immediately and 25% each year.  Employee  options expire if
they are not exercised within 30 days of termination of employment.

The weighted average  contractual life of options granted through July 31, 2002,
is 5 years. The weighted average exercise prices for the options  outstanding at
July 31, 2002 are as follows:

 Exercise Price Range     Common Stock Options      Weighted Average Exercise
                                                             Prices
---------------------     --------------------      -------------------------

     $0.08 - 1.50                     2,200                            $0.36

Stock-Based Compensation

The Company  accounts for  stock-based  compensation  in accordance  with.  FASB
Statement No. 123,  "Accounting  for  Stock-Based  Compensation."  Statement 123
allows for the Company to account for its stock option plans in accordance  with
APB  Opinion  No.  25,  "Accounting  for Stock  Issued to  Employees"  using the
intrinsic  value method.  The Company  granted options to purchase 1,290 and 369
shares of common stock to employees  and  directors  during the years ended July
31, 2002 and 2001.

The  following  table  summarizes  the  difference  between  the fair  value and
intrinsic  value  methods  and the pro forma net  income  and net loss per share
amounts for the years  ended July 31, 2002 and 2001 had the Company  adopted the
fair value-based method of accounting for stock-based compensation.

                                                       Years ended July 31,
                                                       2002            2001
                                                   ------------    ------------
Difference between fair value and intrinsic          $    97         $    28
value methods (additional compensation expense)

Net (loss) income                                       (690)         (3,179)

Net (loss) income per share - basic                     (.04)           (.20)

Net (loss) income per share - diluted                   (.04)           (.20)

The fair value of each option  grant is estimated on the date of grant using the
Black-Scholes   option-pricing   model,  with  the  following  weighted  average
assumptions  used for grants in fiscal  2002 and 2001:  dividend  yield of zero,
expected  average annual  volatility of 148% and 19%,  average annual  risk-free
interest  rate of 4.50 and 5.75%,  and  expected  lives of three  years and four
years.

Because  Statement  123  method of  accounting  has not been  applied to options
granted prior to August 1, 1996, the resulting pro forma  compensation  cost may
not be  representative  of that to be  expected in future  years.  The impact on
future years is not known or reasonably estimable.
<PAGE>

Statement 123 also applies to  transactions in which an entity issues its equity
instruments to acquire goods or services from non-employees.

Shares Issued

During 2002, the Company issued 760 shares to outside board members.  The effect
of this  transaction  was an increase of $8 in common stock of $60 in additional
paid-in   capital,   and  the  recognition  of  $68  in  selling,   general  and
administrative  expense.  Shares issued include an annual grant to outside board
members of 75 shares, a grant of 210 shares to special  committee  members and a
grant of 475 shares to board members in lieu of cash compensation.

During 2002, the Company issued 395 shares to selected employees.  The effect of
this  transaction  was an  increase of $4 in common  stock of $31 in  additional
paid-in   capital,   and  the  recognition  of  $35  in  selling,   general  and
administrative expense.

During 2002, the Company issued 250 shares to an outside consultant.  The effect
of this  transaction  was an increase of $2 in common stock of $27 in additional
paid-in   capital,   and  the  recognition  of  $27  in  selling,   general  and
administrative expense.

During 2002,  the Company issued 333 shares to original owner of the building on
3400 Cottage Way in  Sacramento,  California as part of the agreement to rescind
the  original  purchase  of the  building  by the  Company.  The  effect of this
transaction  was an increase of $3 in common stock of $27 in additional  paid-in
capital,  and the recognition of $30 included in miscellaneous  income (expense)
as loss on disposal of building.

During  2002,  the Company  issued 140 shares to members of the former  board of
directors.  The effect of this transaction was an increase of $1 in common stock
of $104 in  additional  paid-in  capital,  and the  reduction of $105 in accrued
stock compensation.

NOTE 10 - INCOME TAXES

Comparative  analysis of the provision  (credit) for income taxes for the fiscal
years ended July 31, 2002 and 2001 follows:



                                           Years ended July 31,
                                         2002               2001

Current
     Federal                         $     ----         $     241
     State
                                     ------------       ------------
                                     $     ----         $     241
Deferred
     Federal
     State
                                     ------------       ------------


Tax (benefit) expense                $     ----         $     241

<PAGE>

The computed income tax expense  (credit) differs from applying the U.S. federal
income tax rate due to losses  before  income taxes for the years ended July 31,
2002 and 2001 and because of  realization  of net operating  losses in the years
ended July 31,  2002 and 2001.  The  following  reconciles  expected  income tax
effects at a range of 34% to the provision (credit) for income taxes:
<TABLE>
<CAPTION>
<S>                                                             <C>               <C>

                                                                Years ended July 31,
                                                              2002                2001

Taxes at U.S. federal statutory rate                       $     (283)        $  (1,071)
Change in deferred tax valuation allowance other                  283               951
than realization of net operating loss
Other, net                                                       ----               361
                                                           ------------       -------------

Tax (benefit) expense                                      $        0         $     241
</TABLE>


The tax effects of temporary  differences that give rise to significant portions
of deferred tax assets and  liabilities  at July 31, 2002 and 2001 are presented
below:
<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                                Years ended July 31,
                                                              2002                2001
Deferred tax assets:
   Net trade activity included for income tax             $       0           $   1,055
   purposes not recognized for financial reporting
   Investments and assets impaired for financial              1,069               1,087
   reporting, not disposed of for tax purposes
   Amortization                                                 598                 651
   Net operating loss carryforward                            5,418               5,102
   Capital loss carryforward                                      0                 102

   Other                                                        673                 768
                                                          ------------       -------------
                                                              7,758               8,765
Deferred tax liabilities:
   Amortization                                                 (63)               (137)
                                                          ------------       -------------

Net deferred tax assets                                       7,695               8,628
Valuation allowance                                          (7,695)             (8,628)
                                                          ------------       -------------
                                                           $   ----           $     ---
</TABLE>

In assessing  the  realizability  of deferred tax assets,  management  considers
whether it is more likely that some  portion or all of the  deferred  tax assets
will not be  realized.  The  ultimate  realization  of  deferred  tax  assets is
dependent  upon the  generating of future  taxable  income during the periods in
which those temporary  differences become deductible.  Management  considers the
scheduled reversal of deferred tax liabilities,  projected future taxable income
and projections for future taxable income over the periods in which the deferred
tax assets are deductible. At this time, management has concluded that it is not
likely  that  the  Company  will  realize  the  benefits  of  these   deductible
differences  as there can be no  assurance  that the Company  will  generate the
necessary taxable income in any future periods.

NOTE 11 - 401(k) SAVINGS PLAN AND BONUS PLAN
<PAGE>

Employees of the Company may  participate in a 401(k) savings plan,  whereby the
employees  may  elect  to make  contributions  pursuant  to a  salary  deduction
agreement upon meeting age and length of service  requirements.  The Company may
make optional matching contributions of 50% of electing employees' deferrals, up
to a  ceiling  amount  of 3% of  gross  annual  wages.  There  were no  matching
contributions to the plan for the years ended July 31, 2002 and 2001.

The Company has a bonus plan for its officers.  Bonuses incurred were $50 and $0
for fiscal years ended July 31, 2002 and 2001, respectively. Management received
quarterly  bonuses  based on the  earnings  in each of the last two  quarters of
fiscal year 2002.

NOTE 12 - FAIR VALUE OF FINANCIAL INSTRUMENTS

The following  estimated fair value amounts have been determined using available
market   information   and   appropriate   valuation   methodologies.   However,
considerable  judgment is necessarily  required in  interpreting  market data to
develop the estimates of fair value.  Accordingly,  the estimates  presented are
not  necessarily  indicative  of the amounts that the Company could realize in a
current  market  exchange.  The  use  of  different  market  assumptions  and/or
estimation  methodologies may have a material effect on the estimated fair value
amounts.

Financial  Accounting  Standards Board Statement No. 107 requires the disclosure
of fair value for financial  instruments.  The following disclosures are made in
accordance with the requirements of that Statement. The estimated fair value has
been determined by the Company using  appropriate  valuation  methodologies  and
available or quoted market information.

                                                Carrying        Fair Value
                                                 Amount
                                              -------------    --------------
                    Assets
Cash                                              $ 90              $ 90
Accounts receivable                                896               896
Regional office receivable                          74                74
                  Liabilities
Accounts payable                                  $435              $435
Accounts payable to brokers                        680               680
Current portion long-term debt                     300               300

The carrying values of cash,  accounts  receivable,  notes receivable,  accounts
payable,  and  portion  of  receivables  due  to  independent  licensed  brokers
approximates their fair value at July 31, 2002.

The fair value of current and long-term  portions of long-term  indebtedness  is
based on rates currently  available to the Company for debt of similar terms and
remaining maturities.  There are no quoted market prices for the debt or similar
debt.
<PAGE>

NOTE 13 - LEGAL PROCEEDINGS

1401 El Camino Litigation

On March 1, 2001, El Camino Tower,  LLC brought a complaint  against the Company
in the Superior  Court for  Sacramento  County  styled El Camino  Tower,  LLC v.
Sacramento  Trade Exchange,  Inc., et al. for breach of contract of the lease of
former Sacramento  regional office.  The matter was settled in October 2001. The
final payment was made April 2002.

Metro Sales

On May 28, 2000,  the Company was served with a summons and  complaint  filed in
the Circuit  Court of Multnomah  County,  Oregon in the matter of Metro Sales v.
ITEX. A settlement  agreement was reached.  Payment was made and the lawsuit was
dismissed.

Skiers Edge Litigation

On June 19, 2000, Skiers Edge Condominium Association brought a suit against the
Company in the  District  Court for  Summit  County,  Colorado  in the matter of
Skiers  Edge  Condominium  Association  v.  George  Owens for  association  fees
relating to interval  timeshares that the Company is alleged to own. On July 15,
2002,  a judgment  was  entered  against  the  Company  for $19.  Management  is
currently  working  with Skiers  Edge  Condominium  Association  to settle for a
lesser amount.

Desert Rose Foods Litigation

On March 4, 2002, ITEX  Corporation was served with summons and complaint for an
action in the Circuit Court of Fairfax County, Virginia style Desert Rose Foods,
Inc. v. ITEX Corporation and ITEX USA, Inc. The Company believes the Plaintiff's
complaint lacks merit and the Company intends to vigorously defend itself.


Wendy Moore Litigation

On October 12, 2001,  an action was brought in the District  Court 32nd Judicial
District of Nolan County, Texas styled Wendy Moore et al. v. ITEX Corporation et
al. for fraudulent representations of an independent licensed broker in Abilene,
Texas. The Company denies any liability for the acts of the broker and is in the
process of retaining counsel for a vigorous defense of this action.  The Company
also is in the  process  of  demanding  both  indemnity  and  defense  from  its
independent licensed broker.

Robofil Corporation

On November 14, 2001, an action was brought in the Superior Court for Sacramento
County in the matter of Robofil Corporation,  et al. v. ITEX Corporation, et al.
for  violation of fiduciary  responsibility  related to the purchase and sale of
hardwood  flooring by the Company to members and other third  parties.  The case
was dismissed in October 2002.
<PAGE>

NOTE 14 - SUBSEQUENT EVENTS

Corporate Office - Vancouver, BC

Effective  September  6, 2002 the  Company  opened a second  regional  office in
Canada, located in Vancouver,  British Columbia. The office will service clients
previously serviced by two independent licensed brokers.

NOTE 15 - RELATED PARTY TRANSACTIONS

In addition to related party transactions outlined in NOTE 9 to the consolidated
financial statements, the Company paid $22 in consulting fees to a member of the
outside board.  The consulting  agreement was  discontinued  in September  2002.
During 2002,  the Company paid another  outside board member 60 trade dollars as
part of a consulting agreement.

NOTE 16 - Significant Fourth Quarter Adjustments

During the fourth quarter of 2002, the Company  recorded  approximately  $160 as
allowances to trade  activity  revenues.  In addition,  the Company  reduced the
recognized gain on the sale of regional offices by $60 for imputed interest.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

         a)  Exhibit

         23    Consent  of  Ehrhardt  Keefe  Steiner  &  Hottman PC, Independent
               Auditors

         99.1   Certification of Chief Executive Officer

         99.2   Certification of Chief Financial Officer

         b)  Reports on Form 8-K

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

         Date of the Report                 Item Reported
         ------------------                 -------------

         August 16, 2002                    July 31, 2002  Resignation  of Gerry
                                            Harris from the Board of Directors

         September 27, 2001                 July 1, 2001 Amendment to prior Form
                                            8-K   regarding   the   License   of
                                            Independent  Broker   in  Vancouver,
                                            British Colombia.

         August 16, 2001                    March  1, 2001  Amendment  to  prior
                                            Form   8-K   regarding  purchase  of
                                            assets from UBarter.com
<PAGE>



                                   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 ______, 2002                        _____________________________
                                                   Lewis "Spike" Humer,
                                                   Chief Executive Officer,
                                                   President and Director
                                                   (Principal Executive Officer)




Date: November ______, 2002                        _____________________________
                                                   Daniela C. Calvitti,
                                                   Chief Financial Officer and
                                                   Director (Principal Financial
                                                   and Accounting Officer)


<PAGE>
                                 CERTIFICATION

I, Lewis "Spike" Humer,  Chief Executive  Officer of ITEX  Corporation,  certify
that:

1. I have reviewed this annual report on Form 10-KSB/A-1 of ITEX Corporation;

2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report; and

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report.


Dated:  ___________                                ________________________
                                                   Lewis "Spike" Humer,
                                                   Chief Executive Officer
                                                   (Principal Executive Officer)

<PAGE>


                                  CERTIFICATION

I, Daniela C. Calvitti,  Chief Financial  Officer of ITEX  Corporation,  certify
that:

1. I have reviewed this annual report on Form 10-KSB/A-1 of ITEX Corporation;

2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report; and

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report.


Dated:  ___________                         ________________________
                                            Daniela C. Calvitti
                                            Chief Financial Officer
                                            (Principal Accounting  and Financial
                                            Officer)