As  filed  with the Securities and Exchange Commission on April 5, 2002 Reg. No.
                                       33-


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                    _________________________________________
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                       ___________________________________
                        IMAGING TECHNOLOGIES CORPORATION
             (Exact name of registrant as specified in its charter)
     Delaware                                        33-0021693
(State  or  other  jurisdiction  of                                    (I.R.S.
Employer
incorporation or organization)                               identification No.)

                             15175 Innovation Drive
                           San Diego, California 92128
                                 (858) 613-1300
                    (Address of principal executive offices)
                ________________________________________________

                          2002 STOCK COMPENSATION PLAN
                              (Full title of plan)
                        ________________________________

                                   Brian Bonar
                                    President
                             15175 Innovation Drive
                               San Diego, CA 92128
                     (Name and address of agent for service)
                                 (858) 613-1300
          (Telephone number, including area code of agent for service)

                                    Copy to:
                              Owen Naccarato, Esq.
                           19600 Fairchild, Suite 260
                                Irvine, CA 92612
                                 (949) 300-2487

                         CALCULATION OF REGISTRATION FEE
                         -------------------------------






        
Proposed  maximum  Proposed  maximum
Title  of  securities.  Amount to be offering price Aggregate offering Amount of
to  be  registered  .  .  Registered  per  share  Price  Registration  fee
--------------------  ----------------  ----------------  -------------------
-----------------

Common  Stock
($.005  par  value).  .  8,321,248  .10  $  832,124.80  $  76.56
--------------------  ----------------  ----------------  -------------------
-----------------


Estimated  solely  for the purpose of determining the amount of registration fee
and  pursuant  to  Rules 457(c) and 457 (h) of the General Rules and Regulations
under  the  Securities  Act  of 1993, based upon the exercise price of 8,321,248
shares  for  consultants  at  $.10  per  share.



                                     PART I
              INFORMATION REQUIRED IN THIS SECTION 10(A) PROSPECTUS

ITEM  1.          PLAN  INFORMATION.*

ITEM  2.          REGISTRANT  INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

*Information  required by Part 1 to be contained in the Section 10(a) prospectus
is omitted from the registration statement in accordance with Rule 428 under the
Securities  Act  of  1933  and  the  Note  to  Part  I  of  Form  S-8.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.  INCORPORATION  OF  DOCUMENTS  BY  REFERENCE
     The  following  documents  filed  by  Imaging Technologies Corporation (the
"Company")  with  the  Securities and Exchange Commission (the "Commission") are
incorporated  by  reference  herein:
     (a) the Company's annual report on Form 10-K for the fiscal year ended June
30,  2000  and  June  30,  2001;
     (b)  all  other  reports  filed by the Company pursuant to Section 13(a) or
Section 15 (d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"),  since  June  30,  2001  through  the  date  hereof;
     (c)  the Registrant's Form 8-A filed on July 6, 1984 pursuant to Section 12
of  the  Exchange  Act,  in  which  there  is  described  the  terms, rights and
provisions  applicable  to  the  Registrant's  outstanding  Common  Stock,  and
     (d)  any  document  filed  by  the  Company with the Commission pursuant to
Sections  13(a),  13( c), 14 or 15(d) of the Exchange Act subsequent to the date
hereof,  but  prior  to  the  filing  of  a  post-effective  amendment  to  this
Registration  Statement  which  Indicates  that  all  shares  of  Common  Stock
registered  hereunder  have  been  sold  or  that deregisters all such shares of
common  Stock  then  remaining  unsold,  such  documents  being  deemed  to  be
incorporated  by  reference herein and to be part hereof from the date of filing
of  such  documents.
ITEM  4.  DESCRIPTION  OF  SECURITIES
     Not  applicable.
ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL
     Not  applicable.
ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS
     Section  145  of  the  General  Corporation  Law  of  the State of Delaware
provides,  in  general,  that  a  corporation incorporated under the laws of the
State  of  Delaware, such as the registrant, may indemnify any person who was or
is  a  party  or  is threatened to be made a party to any threatened, pending or
completed  action,  suit  or proceeding (other than a derivative action by or in
the right of the corporation) by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the  request  of  the  corporation  as a director, officer, employee or agent of
another  enterprise,  against  expenses  (including attorney's fees), judgments,
fines  and  amounts  paid in settlement actually and reasonably incurred by such
person  in  connection with such action, suit or proceeding if such person acted
in  good  faith  and in a manner such person reasonably believed to be in or not
opposed  to  the  best  interests  of  the corporation, and, with respect to any
criminal  action or proceeding, had no reasonable cause to believe such person's
conduct was unlawful. In the case of a derivative action, a Delaware corporation
may  indemnify  any  such  person  against  expenses (including attorneys' fees)
actually  and  reasonably incurred by such person in connection with the defense
or settlement of such action or suit if such person acted in good faith and in a
manner  such  person  reasonably  believed  to  be in or not opposed to the best
interests  of  the  corporation, except that no indemnification shall be made in
respect  of  any  claim, issue or matter as to which such person shall have been
adjudged  to be liable to the corporation unless and only to the extent that the
Court  of  Chancery  of  the  State of Delaware or any other court in which such
action  was  brought determines such person is fairly and reasonable entitled to
indemnity  for  such  expenses.
     Our  certificate  of  incorporation  provides  that  directors shall not be
personally  liable  for  monetary damages to our company or our stockholders for
breach  of  fiduciary  duty as a director, except for liability resulting from a
breach  of  the  director's  duty of loyalty to our company or our stockholders,
intentional  misconduct or willful violation of law, actions or inactions not in
good  faith,  an unlawful stock purchase or payment of a dividend under Delaware
law,  or transactions from which the director derives improper personal benefit.
Such  limitation  of  liability  does  not  affect the availability of equitable
remedies  such  as  injunctive  relief  or  rescission.  Our  certificate  of
incorporation  also authorizes us to indemnify our officers, directors and other
agents  to  the  fullest extent permitted under Delaware law. Our bylaws provide
that  the  registrant shall indemnify our officers, directors and employees. The
rights  to  indemnity  thereunder continue as to a person who has ceased to be a
director,  officer,  employee  or  agent  and  shall inure to the benefit of the
heirs,  executors,  and  administrators  of  the  person.  In addition, expenses
incurred by a director or officer in defending any action, suit or proceeding by
reason of the fact that he or she is or was a director or officer of our company
shall  be  paid  by  the registrant unless such officer, director or employee is
adjudged  liable  for  negligence or misconduct in the performance of his or her
duties.

     This  means  that our certificate of incorporation provides that a director
is  not  personally  liable  for  monetary damages to us or our stockholders for
breach  of  his  or  her fiduciary duties as a director. A director will be held
liable for a breach of his or her duty of loyalty to us or our stockholders, his
or her intentional misconduct or willful violation of law, actions or in actions
not  in  good  faith,  an unlawful stock purchase or payment of a dividend under
Delaware  law,  or  transactions  from  which  the  director derives an improper
personal  benefit. This limitation of liability does not affect the availability
of  equitable  remedies  against  the  director  including  injunctive relief or
rescission.  Our  certificate  of  incorporation  authorizes us to indemnify our
officers,  directors  and  other  agent  to  the  fullest extent permitted under
Delaware  law.  We  have entered into indemnification agreements with all of our
officers  and  directors. In some cases, the provisions of these indemnification
agreements may be broader than the specific indemnification provisions contained
in  our  certificate of incorporation or otherwise permitted under Delaware law.
Each  indemnification  agreement  may  require  us  to  indemnify  an officer or
director  against  liabilities that may arise by reason of his status or service
as  an  officer  or director, or against liabilities arising from the director's
willful  misconduct  of  a  culpable  nature.
     We  maintain  a  directors and officers liability policy with TIG Insurance
that  contains  an limit of liability of $2,000,000. The policy expires on April
30,  2002.

EXPERTS
     The  consolidated  financial  statements  of  the  company appearing in the
Company's  Annual  Report (Form 10-K) for the year ended June 30, 2001 have been
audited  by Boros & Farrington APC, independent public accounts, as set forth in
their  report  thereon  included  therein  and incorporated herein by reference.
Reference  is  made  to  said report, which includes explanatory paragraphs that
describe the Company's ability to continue as a going concern, discussed in Note
1  to the Company's Consolidated Financial Statements. Such financial statements
are  incorporated herein in reliance upon the reports of Boros & Farrington APC,
pertaining  to  such  financial  statements  (to  the  extent  filed  with  the
Commission)  given  upon  the  authority  of such firm as experts in giving such
reports.

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED
     Not  applicable.

ITEM  8.     EXHIBITS
     The  Exhibits  to  this  registration  statement are listed in the index to
Exhibits  on  page  8.

ITEM  9.  UNDERTAKINGS
(a)  The  undersigned  registrant  hereby  undertakes::
     (1)  To  file  during any period in which offers or sales are being made, a
post-effective  amendment  to  this  Registration  Statement:
          (i)  To  include  any  prospectus  required by Section 10(a)(3) of the
securities  Act  1933:
(ii)     To  reflect  in  the  prospectus  any facts or events arising after the
effective date of this Registration Statement (or the most recent post-effective
     amendment  thereof)  which,  individually  or in the aggregate, represent a
fundamental  change in the information set forth in this Registration Statement:
          (iii)  To include any material information with respect to the plan of
distribution  not  previously  disclosed  in  this Registration Statement or any
material  change  to  such information in this Registration Statement; provided,
however,  that  paragraph  (1)(i)  and  (1)(ii)  do not apply if the information
required  to  be  included  in  a post-effective amendment by those paragraph is
contained  in  periodic  reports  filed by the Company pursuant to Section 13 or
Section  15  (d)  of the Exchange Act that are incorporated by reference in this
Registration  Statement.
     (2)  That for the purpose of determining any liability under the Securities
Act  of  1933,  each  such post-effective amendments shall be deemed to be a new
registration  statement  relating  to  the  securities  offered therein, and the
offering  of such securities at that time shall be deemed to be the initial bona
fide  offering  thereof.
(3) To remove from registration by mean of a post-effective amendment any of the
securities  being  registered hereunder that remain unsold at the termination of
the  offering.
(b)  The  undersigned Company hereby undertakes that for purposes of determining
any  liability  under  the  Securities Act of 1933, each filing of the company's
annual  report pursuant to Section 13 (a) or Section 15(d) of the Securities and
Exchange  Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934)  that  is incorporated by reference in the Registration Statement shall be
deemed  to  be  a  new registration statement relating to the securities offered
therein  and  the offering of such securities at that time shall be deemed to be
the  initial  bona  fide  offering  thereof.
(c)  Insofar as indemnification for liabilities arising under the Securities Act
of  1933  may be permitted to directors, officers and controlling persons of the
Company pursuant to the above-described provisions or otherwise, the Company has
been  advised  that  in  the  opinion  of the Commission such indemnification is
against  public  policy  as  expressed  in  the  Securities  act of 1933 and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such  liabilities (other than the payment by the Company of expenses incurred or
paid  by  a  director,  officer  or  controlling  person  of  the Company in the
successful  defense  of  any  action,  suit  or  proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered,  the  Company  will, unless in the opinion of its counsel the matter
has  been  settled  by  controlling  precedent, submit to a court of appropriate
jurisdiction  the  question whether such indemnification by it is against public
policy  as  expressed  in the Securities Act of 1933 and will be governed by the
final  adjudication  of  such  issue.


                                   SIGNATURES

     Pursuant  to the requirements of the Securities Act of 1933, the Registrant
certifies  that  it  has  reasonable grounds to believe that it meets all of the
requirements  for  filing  a  form  S-8  and  has  duly caused this Registration
Statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  in  the  City  of  San Diego, State of California on April 5, 2002.


Imaging Technologies Corporation



  By  /s/  Brian Bonar
  Brian Bonar, President & Chief Executive Officer


                                POWER OF ATTORNEY

     KNOW  ALL  MEN  BY THESE PRESENTS, that each person whose signature appears
below  constitutes  and appoints Brian Bonar and Philip J. Englund, each of them
acting  individually  as  his  attorney-in-fact,  each  with  full  power  of
substitution  and resubstitution, for him in any and all capacities, to sign any
and  all  amendments  to this Registration Statement, and to file the same, with
exhibits  thereto  and  other  documents  in  connection  therewith,  with  the
Securities  and  Exchange  Commission,  granting unto said attorney-in-fact full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith as fully to al intents and purposes
as he might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact,  or  their substitute or substitutes, may lawfully do or cause
to  be  done  by  virtue  hereof.
     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed below by the following persons in the
capacities  and  on  the  dates  indicated.






    
SIGNATURE.  .  .  .  .  .  .  .  .  .  .  .  .  .  .  TITLE  DATE
--------------------------------  -------------
  Chairman of the Board of Directors,
  Chief Executive Officer, and
/s/  Brian  Bonar.  .  .  .  .  .  .  .  .  . . . Acting Chief Financial Officer
--------------------------------------
Brian Bonar. . . . . . . . . . . . . . (Principal Executive Officer and April 5,
2002
  Principal Accounting Officer)
/s/ Robert A. Dietrich . . . . . . . .  April 5, 2002
--------------------------------------
Robert A. Dietrich . . . . . . . . . .  Director
/s/ Eric W. Gaer . . . . . . . . . . .  April 5, 2002
--------------------------------------
Eric W. Gaer . . . . . . . . . . . . .  Director
/s/ Stephen J. Fryer . . . . . . . . .  April 5, 2002
--------------------------------------
Stephen J. Fryer . . . . . . . . . . .  Director
/s/ Richard H. Green . . . . . . . . .  April 5, 2002
--------------------------------------
Richard H. Green . . . . . . . . . . .  Director



                                INDEX TO EXHIBITS






          

EXHIBIT NO.  DESCRIPTION
-----------
--------------------------------------------------------------------------------
------------

5.1  .  .  .  .  Opinion  of  Counsel,  regarding the legality of the securities
registered  hereunder.
10.1. . . .  2002 Stock Compensation Plan
23.1. . . .  Consent of Boros & Farrington PC.
23.2. . . .  Consent of Counsel (included as part of Exhibit 5.1)
24. . . . .  Power of Attorney (Contained within Signature Page)