SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 ______________

                                    FORM 8-K
                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                                 Date of report
                        (Date of earliest event reported)
                                   May 2, 2002

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




                                              
DELAWARE . . . . . . . .                   0-12641                            33-0021693
(State of Incorporation)  (Commission File Number)  (I.R.S. Employer Identification No.)


                             15175 Innovation Drive
                           San Diego, California 92128
                    (Address of Principal Executive Offices)

                                 (858) 613-1300
              (Registrant's telephone number, including area code):

                                 Not Applicable
          (Former Name or Former Address, if Changed Since Last Report)


ITEM  4.  CHANGES  IN  REGISTRANT'S  CERTIFYING  ACCOUNTANTS.

     On  April  22,  2002, the Registrant appointed Merdinger, Fruchter, Rosen &
Corso,  PC  ("MFRC")  as  Imaging  Technologies  Corporation's  ("ITEC,"  the
"Registrant", or the "Company") independent auditors because the Company and its
prior  auditors,  Boros & Farrington, PC ("BF") have mutually agreed that BF may
not  be  able  to  adequately  serve the continuing auditing requirements of the
Company.

     ITEC's  acquisition of SourceOne Group, Inc., which is located in Virginia,
has created the need for auditing services on a larger scope than those provided
by  BF.

     BF's audit report on the financial statements of the Company as of June 30,
2001  expressed  its  uncertainty  as  to the Company's ability to continue as a
going  concern.  They  cited  recurring  losses  from  operations, the Company's
working capital deficiency, and limited cash resources. These circumstances were
also present in the financial statements of the Company as of September 30, 2001
and  December  31,  2001;  and  will  be  reported  in  the  Company's financial
statements  as of March 31, 2002. The Registrant has not yet filed its Form 10-Q
for  the  period  ended  March  31,  2002.

     The  Registrant  believes  there  were  no disagreements with BF within the
meaning  of  Instruction  4  to  Item  304  of  Regulation  S-K on any matter of
accounting  principles or practices, financial statement disclosure, or auditing
scope  or  procedure  in  connection  with  the audit of the Company's financial
statements  for  the  periods  ended  June  30, 1999, 2000, and 2001, or for any
subsequent  interim  period,  which  disagreements,  if  not  resolved  to their
satisfaction,  would  have  caused BF to make reference to the subject matter of
the  disagreements  in  connection  with  its  report.

     During  the  fiscal  year  ended June 30, 1999, 2000, 2001, and through the
present,  there  have been no reportable events (as defined in Item 304(a)(1)(v)
of  Regulation  S-K)  of  the type required to be disclosed by that section. The
Company  has  not consulted with any other independent auditors regarding either
(i)  the application of accounting principles to a specified transaction, either
completed  or  proposed;  or the type of audit opinion that might be rendered on
the  Company's  financial  statements;  or  (ii)  any matter that was either the
subject matter of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation
S-K  and  the  related  instructions)  or a reportable event (as defined in Item
304(a)(1)(v)  of  Regulation  S-K).

     On  April  22,  2002, the Company engaged MFRC as the Company's independent
auditors  for the year ended June 30, 2002, replacing the firm of BF. The change
has  been  approved  by  the  Company's  audit  committee.

     A  letter  of  BF  addressed  to  the Securities and Exchange Commission is
included  as  Exhibit  16  to  this  Form 8-K. Such letter states that such firm
agrees  with  the  statements  made  by  the  Company  in  this  Item  4.

ITEM  7.  EXHIBITS.

(c)  Exhibits:

16      Letter  of  Boros  &  Farrington,  PC  to  the  Securities  and Exchange
Commission  included  herein  pursuant  to the requirements of Item 304(a)(3) of
Regulation  S-K.


                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the  registrant  has  duly  caused this report to be signed on its behalf by the
undersigned  hereunto  duly  authorized.

Date:     May  2,  2002


IMAGING  TECHNOLOGIES  CORPORATION

By:  /s/  Brian  Bonar

Name:  Brian  Bonar
Title:    Chairman,  President,  and  Chief  Executive  Officer