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

                                 FORM 10-KSB/A-2

                  (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:

     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  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.

EXPLANATION

This amendment to Form 10-KSB is filed to add the  Employment  Agreements of the
Executive Officers of the Company as Exhibits.

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

      a)  Exhibit

      10.1    Employment agreement - Lewis "Spike" Humer

      10.2    Employment agreement - Daniela C. Calvitti

      10.3    Employment agreement - Melvin P. Kerr

      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

                                   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: December 17, 2002             By:  /s/ Lewis "Spike" Humer
                                          ________________________
                                          Lewis "Spike" Humer,
                                          Chief Executive Officer, President and
                                          Director (Principal Executive Officer)

Date: December 17, 2002             By:  /s/ Daniela C. Calvitti
                                          ________________________
                                          Daniela C. Calvitti,
                                          Chief Financial Officer and Director
                                          (Principal Financial and Accounting
                                          Officer)

                                  **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-2 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:  December 17, 2002           /s/ Lewis "Spike" Humer
                                    ________________________
                                    Lewis "Spike" Humer,
                                    Chief Executive Officer
                                    (Principal Executive Officer)

                                  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-2 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:  December 17, 2002     /s/ Daniela C. Calvitti
                              ________________________
                              Daniela C. Calvitti
                              Chief Financial Officer
                              (Principal Accounting and Financial Officer)
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