Edgar Filing: INNOVATIVE MEDICAL SERVICES

SECURITIES AND EXCHANGE COMMISSION
FORM S-3 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

INNOVATIVE MEDICAL SERVICES
(Exact Name of Registrant as Specified in its Charter)

CALIFORNIA 3841 33-0530289
(State of Incorporation) (Primary Standard (IRS Employer ID No.)
Classification Code)

1725 Gillespie Way, El Cajon, California 92020
(619) 596 8600
(Address and Telephone Number of Registrant's Principal
Executive Offices and Principal Place of Business)

MICHAEL L. KRALL
1725 Gillespie Way, El Cajon, California 92020
(619) 596 8600
(Name, Address and Telephone Number of Agent for Service)

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this registration statement.

If the only securities being registered on this Form are to be offered pursuant
to dividend or interest reinvestment plans, please check the following box: |_|

If any of the securities being offered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: X

CALCULATION OF REGISTRATION FEE
- -------------------------------
Title of each Proposed Proposed
class of Amount Maximum Maximum Amount of
securities to be offering price aggregate registration
to be registered registered per Share offering price fee
- ---------------------------------------------------------------------------

common stock of
selling securities
holders 535,000 $.40 $214,000 $20

* Estimated price in accordance with Rule 457(c)and based upon the last reported
sale on the NASDAQ SmallCap Market on November 25, 2002.

The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with section 8(a) of the
securities act of 1933 or until the registration statement shall become
effective on such date as the commission, acting pursuant to said section 8(a),
may determine.

The exhibit index appears on page II-6 of the sequentially numbered pages of
this registration statement. This registration statement, including exhibits,
contains 36 pages.

TABLE OF CONTENTS

Prospectus Summary...................................................... 1
Risk Factors............................................................ 4
Where You Can Get More Information...................................... 8
Certain Information We Are Incorporating by Reference................... 9
Forward Looking Statements..............................................10
Description of Securities. .............................................10
Selling Securities Holders..............................................11
Plan of Distribution....................................................12
Transfer Agent .........................................................13
Experts.................................................................13
Legal Matters...........................................................13
Legal Proceedings ......................................................13
Business of Innovative Medical Services ............................... 14
Material Changes from Annual Report.....................................25

[GRAPHIC OMITTED]

[Innovative Medical Services LOGO]

PROSPECTUS

535,000 of common stock offered by the selling securities holders.

Innovative Medical Services will not receive any of the proceeds from the sale
of shares by the selling securities holders.

Our Shares are traded on the Nasdaq SmallCap Market under the symbol PURE.

On November 25, 2002, the closing sale price of the common stock, as reported on
the Nasdaq SmallCap Market, was $0.40 per share.

These are speculative securities, involve a high degree of risk and should be
purchased only by persons who can afford to lose their entire Investment. Please
see the section titled "Risk Factors", page 4.

These securities have not been approved or disapproved by the securities And
exchange commission nor has the commission passed upon the accuracy or Adequacy
of this prospectus. Any representation to the contrary is a criminal offense.

The selling securities holders may sell the shares of common stock described
in this prospectus in public or private transactions, on or off the Nasdaq
SmallCap Market, at prevailing market prices, or at privately negotiated prices.
The selling securities holders may sell shares directly to purchasers or through
brokers or dealers. Brokers or dealers may receive compensation in the form of
discounts, concessions or commissions from the selling securities holders. More
information is provided in the section titled "Plan of Distribution page 14."

The date of this prospectus is __, 2002

Prospectus Summary

Innovative Medical Services is based in El Cajon, California. We began as a
provider of pharmaceutical water purification products. Although our current
revenues are still primarily from the pharmacy industry, we have expanded from
our niche pharmacy market into other, broader markets with new products,
including residential and commercial water filtration systems, silver ion
bioscience technologies and boric acid based pesticide technologies. Please see
section titled "The Business of Innovative Medical Services" on page 14 for a
complete description of our history and business.

Historically, our Fillmaster(R) pharmaceutical water purification, dispensing
and measuring products and the National Sanitation Foundation certified
replacement filters sold to Fillmaster(R) users has generated the most revenues
for us.

Our Nutripure(R) line of water treatment and filtration systems includes the
Nutripure 3000S-Series whole-house water softening systems, the Nutripure Elite
reverse osmosis point-of-use systems, the Nutripure 2000 countertop water
filtration system and the Nutripure Sport filtered sport bottle. We distribute
our various Nutripure products in several ways, including retail sales,
catalogue placement, business-to-business sales, internet promotion and in-home
sales presentations.

Through our subsidiary Nutripure.com, we had operated an e-commerce health
website, Nutripure.com(TM), that distributed Bergen Brunswig products. We
provided consumers a wide variety of vitamins, minerals, nutritional
supplements, homeopathic remedies and natural products. In addition to
merchandise, the site offered comprehensive health and wellness information in
an easy-to-access, intuitive reference format. In December 2001 Bergen Brunswig
Corporation requested we release it from its contract to provide the vitamins,
minerals, nutritional supplements, homeopathic remedies and natural products
sold on our Nutripure.com website. We agreed, and therefore, on January 15,
2002, Bergen Brunswig Corporation terminated the distribution license for these
products. As a result, we closed our e-commerce division.

Our bioscience division features a patented, aqueous disinfectant called
Axenohl(TM). In November 2001, we acquired the patent for Axenohl(TM). The use
dilution formulation of Axenohl is called Axen(TM). The EPA registration for use
of Axenohl and Axen as hard surface disinfectants has been issued, and we plan
to pursue additional EPA and FDA regulatory approvals for other applications.
Additional possible uses for this product include wound care, topical infection
care, personal disinfecting retail products and food processing, which may
require FDA approvals, as well as municipal water treatment and
point-of-use/point-of-entry water treatment products, which may require
additional EPA approvals.

Our bioscience division also includes a line of pesticide technologies. Branded
as Innovex(TM), the product line launched in October 2001 with our EPA-approved,
patent-pending RoachX(TM). Subsequently, we have developed and launched
additional products in the Innovex product line, including and AntX75(TM) baits,
two formulas of EPA-exempt non-toxic TrapX rodent lure, Pro's Choice(TM) caulk
for pest control operators, and EPA approved CleanKill(TM), the Axen-based hard
surface disinfectant for the pest control industry.

----------------------------------------------------------------------------------------------------
REVENUES BY DIVISION
----------------------------------------------------------------------------------------------------
Fiscal Year Ended % Total Fiscal Year Ended % Total
July 31, 2002 Sales July 31, 2001 Sales
-------------------------- ---------------------- ------------- --------------------- --------------

Water Treatment Division 2,188,900 68.3% 2,057,100 85.4%
-------------------------- ---------------------- ------------- --------------------- --------------
Bioscience Division 1,017,500 31.7% 352,600 14.6%
-------------------------- ---------------------- ------------- --------------------- --------------
Total Revenues 3,206,400 $2,409,700
-------------------------- ---------------------- ------------- --------------------- --------------

Securities Offered: 535,000 shares offered by the selling securities holders.

We are not offering any of the selling securities holders securities. These
shares may be sold by the holders from time to time at prevailing market prices.
We will not receive any of the proceeds from any sale of the selling securities
holders shares. See "Selling securities holders" page 11 and "Plan of
Distribution" page 12.

Use Of Proceeds: Innovative will not receive any of the proceeds from any sale
of the selling securities holder shares.

Risk Factors

These securities involve a high degree of risk. Prospective purchasers should
consider carefully, among other factors set forth in the prospectus, the
following:

Risks of Our Business

1. We had a loss of $2,400,900 in our most recent fiscal year and may
continue to have losses in the future which may impair the value of an
investment in the shares.

During the fiscal year ended July 31, 2002, we incurred a loss of $2,400,900.
This loss resulted primarily from expenditures on new products developed and
launched during the year. Specifically, the loss includes a significant increase
in General and Administrative Expense because of increased costs associated with
developing and marketing the water dealer program and the emerging silver ion
and pesticide product lines. If our revenue growth is slower than we anticipate
or our operating expenses exceed our expectations, it may take an unforeseen
period of time to achieve or sustain profitability or we may never achieve or
sustain profitability. This may result in an adverse effect on the market value
of an investment in the shares.

2. Our market for Fillmaster(R)Products is maturing and only marginal sales
growth is expected.

Water treatment division sales only increased 6% from fiscal year 2001 to fiscal
year 2002, in part because of competition in the pharmaceutical water
purification market and because that for Fillmaster products is maturing in that
there is a decreasing number of pharmacy chains that do not have water
filtration equipment, and that we have sold systems to most major chains. Until
this year, Fillmaster revenues have represented almost 100% of our revenue for
the past six fiscal years. The competitor's impact on the market has affected
our volume of filter replacement sales. Limited growth or a decline in
Fillmaster sales may have an adverse effect upon our ability to not only achieve
profitability but also to finance the development and marketing of new products.
This may result in an adverse effect on the market value of an investment in the
shares.

3. We are marketing new products and technology which have not been accepted
into the marketplace.

We have begun marketing our new antimicrobial silver ion technology to
industrial markets including healthcare, dental, veterinary and food processing
as well as to consumer products markets. We have also begun marketing our
environmentally safe pesticides. Risks involved in introducing these new
products include liability for product effectiveness and competition from
existing or emerging sources.

4. Some of our new bioscience products must be approved by government agencies,
and we may be delayed or prevented from selling the new products until such
approvals are obtained.

Some of our new bioscience applications for the healthcare markets and food
preparation markets will require government agencies approvals prior to
marketing or sale in the United States. We have not yet applied for Food and
Drug Administration or Department of Agriculture approval. If these applications
are not approved we will not be able to market or sell such products which would
limit the revenues which may be realized from bioscience products. Even after
approval, we will remain subject to changing governmental policies regulating
antimicrobial products. We also intend to take these technologies to the
international marketplace, and international business carries a great deal of
risk with regard to foreign governments, banking and markets.

5. Our new products will be competing against well established and extremely
large chemical and pharmaceutical companies.

Our silver ion products and pesticide products will be competing in markets
dominated by extremely large, well financed and internationally recognized
chemical and pharmaceutical companies. Our ability to compete will depend upon
developing our brand recognition and distribution methods while are competitors
already have well established brands and distribution and many times our
financial ability. Focused competition by such chemical and pharmaceutical
giants could substantial limit our potential market and ability to profit from
these products.

7. We may not be able to protect and enforce our patents and intellectual
property.

We rely or may in the future rely on a combination of patent,
trademark, trade secret and copyright law and contractual restrictions to
protect the proprietary aspects of our technology and business. These
legal protections afford only limited protection for our intellectual property
and trade secrets. Despite our efforts to protect our proprietary rights,
unauthorized parties may attempt to copy aspects of our proprietary technology
or otherwise obtain and use information that we regard as proprietary.

We have filed for U.S. and foreign patent applications and trademark
registrations for our patents and trademarks. It is also possible that
competitors or others will create and use products in violation of our patents
and adopt service names similar to ours. Such patent infringement could have a
material, adverse effect on our business. Adopting similar names and trademarks
by competitors could lead to customer confusion. Any claims or customer
confusion related to our trademarks could negatively affect our business.

Litigation may be necessary to enforce our intellectual property rights and
protect our trade secrets. If third parties prepare and file applications in the
United States, or other countries that claim trademarks used or registered by
us, we may oppose those applications and be required to participate in
proceedings before the regulatory agencies who determine priority of rights to
the trademarks. Any litigation or adverse priority proceeding could result in
substantial costs and diversion of resources and could seriously harm our
business and operating results.

Finally, to the extent that we operate internationally, the laws of
many countries may not protect our proprietary rights to as great an extent as
do the laws of the United States. Many countries have a "first-to-file"
trademark registration system. As a result, we may be prevented from registering
or using our trademarks in certain countries if third parties have previously
filed applications to register or have registered the same or similar trademark.
Our means of protecting our proprietary rights may not be adequate, and our
competitors could independently develop similar technology.

8. We may face product liability for the products we manufacture and sell.

As a business which manufactures and markets products for use by consumers, we
may become liable for any damage caused by our products when used in the manner
intended. Any such claim of liability, whether meritorious or not, could be
time-consuming, result in costly litigation. Although we maintain general
liability insurance, our insurance may not cover potential claims of the types
described above or may not be adequate to indemnify us for all liability that
may be imposed. Any imposition of liability that is not covered by insurance or
is in excess of insurance coverage could harm our business.

9. We may face liability for marketing our Nutripure consumer water filtration
products with the phrases "Pharmacist Recommended" and "Pharmacist Trusted".

We use the phrases "Pharmacist Recommended" and "Pharmacist Trusted" in our
marketing materials for Nutripure consumer water filtration products. We base
our use of the phrase on limited focus group information and comments received
from individual pharmacists regarding the benefits of purified water. No
independent pharmacist organization has ever issued us a recommendation or even
evaluated our products. As a result there is a risk that allegations of
deceptive advertising could be made against us by state or federal agencies
responsible for enforcing truth in advertising laws. Whether such allegations
would be meritorious or not, the negative publicity of such allegations could
have a material adverse effect on our sales of consumer water filtration
products. In addition fines could be imposed upon us and we could be required to
change our marketing material which would represent a material cost to us.

10. Doing business in Brazil present risks for a small company doing business in
other countries.

Doing business in Brazil while being a small business headquartered in the
United States presents risks associated with the cost of developing and
maintaining operations in a foreign country with an unfamiliar legal and
business environment. In addition, volatility in the value of the Brazilian
currency creates uncertainty as to the profitability of operating in Brazil. If
our Brazilian operations are not successful it could have a materially adverse
effect upon our business.

Risks of Investing in our Common Stock

1. The price and trading volume of our common stock has been highly volatile and
could adversely affect an investor's ability to sell the shares and the
available price for the shares when sold.

Since going public in August 1996, the price and trading volume has been highly
volatile. The price range has been from below $1 per share to over $7 per share.
In addition, the monthly trading volume has varied from under 200,000 shares to
over 3,000,000 shares. Investors need to consider this volatility which could
result in lower prices being available to the investor if the investor desires
to sell their shares at a given time.

2. The listing of our common stock on the Nasdaq SmallCap Market is subject to
our meeting their continued listing requirements and failure to maintain our
listing could adversely effect an investor's ability to sell the shares and the
available price for the shares when sold.
6

Our common stock is listed on the Nasdaq SmallCap Market and is subject to being
removed from this market if we do not meet the continued listing requirements.
These continued listing requirements include maintaining a stock price over $1
per share as well as maintaining at least $4,000,000 in assets with $2,000,000
of net assets as well as other requirements. As of the date of this prospectus,
we do not meet the $1 per share maintenance requirement and by the end of
January 2003, we will have exceeded NASDAQ's six month grace period for having
traded below $1 per share. If we should fail to maintain these requirements and
our common stock was moved from the Nasdaq SmallCap market and was traded on the
Over-The-Counter Electronic Bulletin Board Market which does not have similar
continued listing requirements, an investor's available price and ability to
sell the shares could be adversely effected as many broker-dealers and many
investors will not trade or invest in securities traded on the Over-The-Counter
Electronic Bulletin Board Market.

3. Our common stock may be classified as a "Penny Stock" which could adversely
affect an investor's ability to sell the shares and the available price for the
shares when sold.

In the event that our common stock was removed from the Nasdaq SmallCap Market
for failure to meet the continued listing criteria, we believe that our common
stock would be characterized as "penny stock" under U.S. Securities and Exchange
Commission regulations. As such, broker-dealers dealing in our common stock will
be subject to the disclosure rules for transactions involving penny stocks which
require the broker-dealer to determine if purchasing our common stock is
suitable for a particular investor. The broker-dealer must also obtain the
written consent of purchasers to purchase our common stock. The broker-dealer
must also disclose the best bid and offer prices available for our stock and the
price at which the broker-dealer last purchased or sold our common stock. These
additional burdens imposed upon broker-dealers may discourage them from
effecting transactions in our common stock, which could make it difficult for an
investor to sell their shares.

4. The number of shares issuable upon exercise of stock options and outstanding
common stock purchase warrants may adversely affect the market price for our
shares.

We have adopted a 1996 Incentive Stock Option Plan, a 1996 Directors and
Officers Stock Option Plan, a 1998 Directors and Officers Stock Option Plan, a
2000 Directors and Officers Stock Option Plan, a Scientific Consultants and
Advisors Stock Option Plan, an ETI H2O Corporation Stock Option Plan for our
subsidiary which manufactures Axenohl, a 2002 Incentive Stock Option Plan and a
2002 Non-Qualified Stock Option Plan. We have reserved 10,500,000 common shares
for issuance under these plans. As of the date of this prospectus options to
acquire over 5,400,000 shares have been awarded pursuant to these plans. In
addition, common stock purchase warrants to acquire up to 83,334 shares of
common stock for $4.00 per share on or before January 28, 2003 are currently
outstanding The exercise of options and common stock purchase warrants and sale
of underlying shares could have an adverse effect on the market for the shares.

Where You Can Get More Information

We are subject to the reporting requirements of the Securities Exchange Act of
1934 and files annual, quarterly and current reports, proxy statements and other
information with the SEC. You may read and copy these reports, proxy statements
and other information at the SEC's public reference facilities at Judiciary
Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. You can
request copies of these documents by writing to the SEC and paying a fee for the
copying cost. Please call the SEC at 1-800-SEC-0330 for more information about
the operation of the public reference facilities. SEC filings are also available
at the SEC's Web site at http://www.sec.gov.

Our common stock is listed on the Nasdaq SmallCap Market, and you can read and
inspect our filings at the offices of the National Association of Securities
Dealers, Inc. at 1735 K Street, Washington, D.C. 20006.

The SEC allows us to "incorporate by reference" information that we file with
them. Incorporation by reference allows us to disclose important information to
you by referring you to those other documents. The information incorporated by
reference is an important part of this prospectus, and information that we file
later with the SEC will automatically update and supersede this information. We
have filed a registration statement on Form S-3 under the Securities Act of 1933
with the SEC with respect to the common stock being offered pursuant to this
prospectus. This prospectus omits certain information contained in the
registration statement on Form S-3, as permitted by the SEC. Refer to the
registration statement on Form S-3, including the exhibits, for further
information about us and our common stock being offered pursuant to this
prospectus. Statements in this prospectus regarding the provisions of certain
documents filed with, or incorporated by reference in, the registration
statement are not necessarily complete and each statement is qualified in all
respects by that reference. Copies of all or any part of the registration
statement, including the documents incorporated by reference or the exhibits,
may be obtained upon payment of the prescribed rates at the offices of the SEC
listed above.

Upon request, we will provide without charge to each person to whom a copy of
this prospectus has been delivered a copy of any information that was
incorporated by reference in the prospectus (other than exhibits to documents,
unless the exhibits are specifically incorporated by reference into the
prospectus). We will also provide upon request, without charge to each person to
whom a copy of this prospectus has been delivered, a copy of all documents filed
from time to time by us with the SEC pursuant to the Exchange Act of 1934.
Requests for copies should be directed to Donna Singer Vice President,
Innovative Medical Services, 1725 Gillespie Way, El Cajon, California 92020.
Telephone requests may be directed to Ms. Singer at (619) 596 8600.

Certain Information We Are Incorporating By Reference

We incorporate by reference the documents listed below and any future filings we
will make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934:

-- Form 8-A Registration Statement as amended filed on July 22, 1996 and
the Description of the Common Stock incorporated by reference therein
from the Registration Statement on Form SB-2 dated August 8, 1996 SEC
file no 333-434.

-- Form 10-KSB Annual Report for the fiscal year ended July 31, 2002
filed on October 29, 2002

-- Amendment No. 1 to Form 10-KSB Annual Report for the fiscal year ended
July 31, 2002 filed on November 26, 2002

-- All other documents filed by us after the date of this prospectus
under Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, are incorporated by reference herein to be a part thereof
from the date of filing of such documents.

You may request a copy of these filings at no cost, by writing, telephoning or
e-mailing us at the following address:

Innovative Medical Services
1725 Gillespie Way, El Cajon, California 92020
e-mail: dsinger@imspure.com / 619 596 8600
-------------------

This prospectus is part of a registration statement we filed with the United
States Securities and Exchange Commission. You should rely only on the
information incorporated by reference or provided in this prospectus. No one
else is authorized to provide you with different information. We are not making
an offer of these securities in any state where the offer is not permitted. You
should not assume that the information in this prospectus is accurate as of any
date other than the date on the front of this document.

Forward-Looking Statements
This prospectus contains and incorporates by reference forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934, including statements
regarding our drug development programs, clinical trials, receipt of regulatory
approval, capital needs, collaborative agreements, intellectual property,
expectations and intentions. Forward-looking statements may be identified or
qualified by words such as "likely", "will", "suggests", "may", "would",
"could", "should", "expects", "anticipates", "estimates", "plans", "projects",
"believes", or similar expressions and variants of those words or expressions.

Forward-looking statements necessarily involve risks and uncertainties,
and our actual results could differ materially from those anticipated in the
forward-looking statements due to a number of factors, including those set forth
below under "Risk Factors" and elsewhere in this prospectus. The factors set
forth below under "Risk Factors" and other cautionary statements made in this
prospectus should be read and understood as being applicable to all related
forward-looking statements wherever they appear in this prospectus. The
forward-looking statements contained in this prospectus represent our judgment
as of the date of this prospectus. We caution readers not to place undue
reliance on such statements. We undertake no obligation to update publicly any
forward-looking statements for any reason, even if new information becomes
available or other events occur in the future.

Description Of Securities
Common Stock

We are authorized to issue up to 50,000,000 shares of its no par value common
stock. Each share is entitled to one vote on matters submitted to a vote of the
shareholders. There is no cumulative voting of the common stock. The common
stock shares have no redemption provisions nor any preemptive rights. We are
also authorized to issue up to 5,000,000 shares of preferred stock, the rights
and preferences of which may be set from time to time prior to issuance by the
Board of Directors.

Private Placement Warrants

83,334 Private Placement Warrants were sold in January, 2001. These January 2001
Private Placement Warrants entitle the holder to acquire an additional share of
common stock for $4.00 per share on or before January 28, 2003.

Placement Agent Warrants

15,000 Warrants were issued to the principals of Stonegate Securities, Inc., in
connection with that firm's placement of shares sold in June 2002. These
warrants entitle the holder to acquire up to 15,000 shares of common stock at
$1.00 per share on or before June 30, 2007.

Selling Securities Holders

The following Selling securities holders whose shares have been registered for
public resale are set forth below:

SELLING SECURITIES SECURITIES %Before %After
SECURITIES HOLDER OWNED OFFERED Offering Offering

Colt Communications LLC 350,000 350,000 4.0% *

Colt Communications LLC
Money Purchase
Pension Plan 50,000 50,000 0.6% *

Siddle Family Trust 25,000 25,000 * *

SPS LLC 50,000 50,000 0.6% *

Olivia D. Laird 30,000 30,000 * *

Jerry A. Moore 30,000 30,000 * *

* Less than 0.5%.

Colt Communications, LLC is an Arizona limited liability company controlled by
Charles Siddle. Colt Communications has a business development consulting
agreement with Innovative Medical Services. Colt Communications is affiliated
with S.P.S. LLC., which has provided Innovative Medical Services with a $500,000
line of credit.

SPS, LLC is an Arizona limited liability company controlled by LeeAnn Newcomb
and is an affiliate of Colt Communications LLC. S.P.S. LLC., has provided
Innovative Medical Services with a $600,000 line of credit.

Siddle Family Trust, is an Arizona trust, for which Charles Siddle is the
controlling Trustee and whose beneficiaries are members of Mr. Siddle's family.

Jerry A. Moore is a consultant to Innovative Medical Services with respect to
regulatory matters regarding our pesticide products. Mr. Moore received 60,000
shares for his services of which he transferred 30,000 shares to Ms. Olivia
Laird, an associate working with Mr. Moore on regulatory matters with respect to
our pesticide products.

Except as noted above, none of the selling securities holders nor any of their
affiliates have ever held any position, office, or other material relationship
with Innovative Medical Services nor hold any additional shares of Innovative
Medical Services.

Selling Securities Holders Plan Of Distribution

The Selling securities holders may sell or distribute its shares in transactions
through underwriters, brokers, dealers or agents from time to time or through
privately negotiated transactions, including in distributions to shareholders or
partners or other persons affiliated with the Selling securities holder.

The distribution of the Selling securities holders shares may be effected from
time to time in one or more transactions (which may involve crosses or block
transactions) in the following types of transactions:

1. Over-the-counter market sales
2. Privately negotiated sales
3. By writing of options on the shares (whether such options are listed
on an options exchange or otherwise).

Any of such transactions may be effected at market prices prevailing at the time
of sale, at prices related to such prevailing market prices, at negotiated
prices or at fixed prices.

If the selling securities holders effect such transactions by selling the shares
to or through underwriters, brokers, dealers or agents, such underwriters,
brokers, dealers or agents may receive compensation in the form of discounts,
concessions or commissions from the Selling securities holders or commissions
from purchasers of the shares for whom they may act as agent (which discounts,
concessions or commissions as to particular underwriters, brokers, dealers or
agents might be in excess of those customary in the types of transactions
involved).

A selling securities holder and any brokers, dealers or agents that participate
in the distribution of the securities might be deemed to be underwriters, and
any profit on the sale of the securities by them and any discounts, concessions
or commissions received by any such underwriters, brokers, dealers or agents
might be deemed to be underwriting discounts and commissions under the
Securities Act.

A selling securities holder may pledge the shares from time to time in
connection with such Selling securities holder's financing arrangements. To the
extent any such pledgees exercise their rights to foreclose on any such pledge,
and sell the shares, such pledgees may be deemed underwriters with respect to
such shares and sales by them may be effected under this prospectus. We will not
receive any of the proceeds from the sale of any of the shares by the selling
securities holder.

Under the Exchange Act and applicable rules and regulations promulgated
thereunder, any person engaged in a distribution of any of the shares may not
simultaneously engage in market making activities with respect to the shares for
a period, depending upon certain circumstances, of either two days or nine days
prior to the commencement of such distribution. In addition, and without
limiting the foregoing, the selling securities holders will be subject to
applicable provisions of the Exchange Act and the rules and regulations
promulgated thereunder, including without limitation Regulation M, which
provisions may limit the timing of purchases and sales of any of the shares by
the selling securities holder.

Under the securities laws of certain states, the shares may be sold in such
states only through registered or licensed brokers or dealers. In addition, in
certain states the shares may not be sold unless the shares have been registered
or qualify for sale in such state or an exemption from registration or
qualification is available and is complied with.

Transfer Agent: The transfer agent with respect to the shares is Computershare
Investor Services Inc., Lakewood, Colorado.

Experts: We are relying on the report of Miller and McCollom, Certified Public
Accountants for their report on the fiscal years ended July 31, 2002 and 2001,
given on the authority of said firm as experts in auditing and accounting which
is incorporated by reference in this prospectus from the Annual Report on Form
10-KSB for the year ended July 31, 2002.

Legal Matters: The legality of the shares offered will be passed on for us by
Dennis Brovarone, Attorney at Law, Littleton, Colorado. Mr. Brovarone is also a
Director of Innovative Medical Services.

Legal Proceedings

Reitz Litigation: A legal proceeding in the Circuit Court of Pinellas County,
Florida was filed by Zedburn Corporation, against us for breach of contract in
October 1997. The breach of contract alleged was for payment of fees for Mr.
David Reitz's and Mr. Steven Durland's services of arranging a public offering
of our common stock. We has filed counterclaims based upon the Racketeer
Influenced and Corrupt Organization (RICO) Act against David Reitz, Zedburn
Corporation, Capital Development Group, Steven Durland and other defendants. It
is our position that Mr. Reitz and others perpetrated a scheme to defraud us of
cash fees and securities in connection with purported services of arranging a
public offering of our common stock. In October 1997, Mr. Reitz and Zedburn
filed for protection under the Federal bankruptcy laws. In August 1998, Mr.
Reitz voluntarily dismissed his bankruptcy and as a result thereof we named Mr.
Reitz as a defendant to our counterclaims.

We believe that the defendants had perpetrated similar schemes against other
parties. We also believe it has substantially completed discovery and complied
compelling evidence to prove its claims.

Several of the Defendants filed Motions to Dismiss our counterclaims. A hearing
on the Motions was held on October 1, 1998. Certain of the Motions were granted
pending our amendment of its Counterclaim. We amended our Counterclaims in
accordance with the judge's rulings. Certain Defendants filed second Motions to
Dismiss the amended Counterclaims. A hearing on these latest motions was held in
March 1999, before a different judge than the judge who ruled on the first
motions. On April 20, 1999, Orders were entered granting the Defendants' Motions
to Dismiss. However these Orders did not state the basis for the Orders, nor was
our legal counsel provided notice of the Orders or a copy of the new judge's
correspondence offering a "formal ruling" upon request. In May 1999 we filed an
Appeal of the Orders and Motions for Reconsideration based upon inconsistency of
the Orders with the previous judge's rulings and the lack of notice to us. In
August 2001, the Court of Appeals reversed the trial court's ruling and
reinstated our claim against the defendants with the exception of our RICO
action. We intend to pursue a trial as soon as possible.

We have neither accrued a liability in its financial statements regarding this
litigation nor disclosed the matter in the footnotes thereof. We have not done
so because we do not believe there is any merit to Mr. Reitz's claims and that
the likelihood that we will realize a loss from these matters is believed
remote. In addition, we believe that in the unlikely event that we settle, the
amount of any such settlement would not be material to our financial statements.

The Business of Innovative Medical Services
Overview
Innovative Medical Services began as a provider of pharmaceutical water
purification products. Although our current revenues are still primarily from
the pharmacy industry, we have expanded from our niche pharmacy market into
other, broader markets with new products, including residential and commercial
water filtration systems, health and wellness-related retail and e-commerce
merchandise, silver ion bioscience technologies and boric acid based pesticide
technologies.

Water Treatment Division
The Fillmaster(R) pharmaceutical water purification, dispensing and measuring
products include the Pharmapure(R) water purification system, the FMD 550
dispenser, the patented Fillmaster 1000e computerized dispenser and the patented
Scanmaster(TM) bar code reader. We also market proprietary National Sanitation
Foundation certified replacement filters for the Fillmaster Systems.

E-Commerce Division
Through our subsidiary Nutripure.com, we had operated an e-commerce health
website, Nutripure.com(TM), that distributed Bergen Brunswig products. We
provided consumers a wide variety of vitamins, minerals, nutritional
supplements, homeopathic remedies and natural products. In addition to
merchandise, the site offered comprehensive health and wellness information in
an easy-to-access, intuitive reference format. In December 2001 Bergen Brunswig
Corporation requested we release it from its contract to provide the vitamins,
minerals, nutritional supplements, homeopathic remedies and natural products
sold on our Nutripure.com website. We agreed, and therefore, on January 15,
2002, Bergen Brunswig Corporation terminated the distribution license for these
products. As a result, we closed our e-commerce division.

Bioscience Division
Our bioscience division features a patented, aqueous disinfectant called
Axenohl(TM). In November 2001, we acquired the patent for Axenohl(TM). The use
dilution formulation of Axenohl is called Axen(TM). The EPA registration for use
of Axenohl and Axen as hard surface disinfectants has been issued, and we plan
to pursue additional EPA and FDA regulatory approvals for other applications.
Additional possible uses for this product include wound care, topical infection
care, personal disinfecting retail products and food processing, which may
require FDA approvals, as well as municipal water treatment and
point-of-use/point-of-entry water treatment products, which may require
additional EPA approvals.

History
Innovative Medical Services was incorporated in the State of California on
August 24, 1992, to pursue the immediate business of manufacturing and marketing
the Fillmaster and subsequently a broadly based business of delivering advanced
technology, equipment and supplies to not only the pharmacy industry, but also
other healthcare markets and to retail consumers.

In the past five years, Innovative Medical Services transitioned from a
one-product company supplying a niche market to a multi-division company
managing new products and programs. In addition to expanding the Fillmaster
product line with the Fillmaster 1000e and the Scanmaster, we launched a line of
residential water treatment and filtration products. Through acquisition, we
have also expanded into the bioscience arena with our Axenohl antimicrobial
products and our Innovex pesticide products.

In 1997, we developed and launched the now-patented Fillmaster 1000e
computerized, electronic dispenser as an upgrade dispenser to the Fillmaster
pharmaceutical water purification and dispensing system.

In 1997 and 1998 we developed our entry-level residential water system,
Nutripure(R) NP2000CT. After 18 months of extensive market research, Innovative
Medical Services completed development of this carbon countertop system and
released the product in June 1998.

In October 1998, Innovative Medical Services acquired AMPROMED, Rio de Janeiro,
Brazil, and certain assets of Export Company of America Inc. (EXCOA), Fort
Lauderdale, FL, and established a new Nevada corporation to hold and operate the
export/import operation. AMPROMED's primary business is the sale of medical,
dental and veterinary disposable products. In addition to medical supplies, we
plan to distribute water treatment and silver ion products to Brazil through
AMPROMED. Since the acquisition, the economic conditions in the region have
declined and implementation of the project has been delayed. We no longer have
immediate plans to import medical and dental supplies into Brazil but we
believe, however, that Ampromed is a vital part of our plan to market and sell
Axenohl, RoachX and the Nutripure line of water treatment products.

In 1999 we developed and launched yet another enhancement to our Fillmaster
pharmaceutical water purification and dispensing system, the Scanmaster bar code
reader. Designed as an add-on upgrade to the Fillmaster 1000e computerized
dispenser, the Scanmaster allows the user to scan a prescription's NDC bar code
in front of the dispenser, and the Fillmaster 1000e displays the product name
and required water quantity. The Fillmaster System then dispenses the
prescription with one touch of a button.

In December 1999, we formed a wholly owned subsidiary, Nutripure.com, to
capitalize on internet commerce opportunities focusing on health and wellness.
In January 2000, we began the process to spin off Nutripure.com as a separate
public company. During the intervening time, adverse market conditions for
solely internet-based ventures eroded Management's confidence in the viability
of a public market for Nutripure.com common stock. Therefore, in October 2000,
our Board of Directors elected to retain Nutripure.com as an operating division
of Innovative Medical Services in order to minimize the substantial
administrative expense associated with launching and operating a public company.

Also in 1999, we began investigating marketing opportunities for a silver-ion
based technology called Axenohl. The Axenohl patent was owned at the time by
NVID International.

Early in 2000, after concluding that we wished to pursue development and
marketing of the Axenohl technology, we engaged in a marketing and licensing
agreement with NVID International for Axenohl for specific market segments in
specific geographic areas.

In mid 1999, we launched Nutripure.com, a wholly-owned subsidiary e-commerce
venture established to market vitamins, minerals, nutritional supplements,
homeopathic remedies and natural products sold on our Nutripure.com website. We
partnered with Bergen Brunswig as our supplier for this program.

In 2000 we launched the Nutripure Dealer program which expanded our product line
to include whole-house water conditioning systems other point-of-use water
treatment equipment while expanding our distribution network by offering these
products to independent water treatment for sale to the public under IMS'
Nutripure brand.

In 2001 we acquired the marketing rights and patent to our boric acid pesticide
technologies. The first of these products developed, RoachX, launched in October
2001.

In late 2001, as part of a litigation settlement with NVID regarding the
marketing rights to Axenohl, we acquired the patent to the Axenohl technology.

In December 2001 Bergen Brunswig Corporation requested we release it from its
contract to provide the vitamins, minerals, nutritional supplements, homeopathic
remedies and natural products sold on our Nutripure.com website. We agreed, and
therefore, on January 15, 2002, Bergen Brunswig Corporation terminated the
distribution license for these products. As a result, we closed our e-commerce
division. The website is being held for resale.

In mid-2002 we expanded our Innovex line of pesticides to include RoachX,
AntX75, two formulas of TrapX, Pro's Choice silicone caulk and CleanKill, a hard
surface disinfectant for use in the pest control industry that uses Axenohl
disinfecting technology.

In 2002 we relaunched the Nutripure Dealer program and changed our Nutripure.com
wholly-owned subsidiary to Nutripure Corporation The corporation is now being
used to operate the Nutripure Dealer program.

Principal Products and Markets

Water Treatment Division

Pharmaceutical Water Treatment
Fillmaster(R) The Fillmaster dispensing apparatus, connected to the
Pharmapure(R) reverse osmosis water filtration system, provides measured amounts
of purified water for reconstitution of liquid oral antibiotics and certain
other pharmacy applications. Pharmapure is a six-stage water purification unit
featuring an electronic water purity testing module and an auxiliary faucet for
dispensing purified water. Fillmaster is a calibrated volumetric measuring and
dispensing apparatus. The entire system (the "Fillmaster System") integrates
with the building's tap water plumbing and is closed and pressurized to prevent
contamination.

The Fillmaster System saves time and money for pharmacies. According to our
testing, the Fillmaster has a fill rate at least three times that of previous
bottle-and-hose methods, and direct and indirect costs associated specifically
with bottled water are reduced or eliminated. Pharmacy storage space can be
reallocated to more profitable items, labor savings accompany the efficiencies,
and the expense of bottled water purchases of up to $1.25 per gallon is replaced
by one annual filter change. Under optimum usage, a pharmacy reduces the cost of
"purified water" to approximately $.04 per gallon.

In addition to efficiency and cost savings, the Fillmaster System increases
prescription integrity by greatly reducing the possibility of human error while
dispensing prescriptions. The patented Fillmaster 1000e employs multiple
microprocessors to provide accurate and even-flow dispensing. We sell Fillmaster
1000e dispensers as an upgrade to existing installations and as a component of
new installations. The Scanmaster, launched in August 1999, is a pager-sized,
modular upgrade to the Fillmaster 1000e. A user simply scans a prescription's
NDC bar code in front of the dispenser, and the Fillmaster 1000e displays the
product name and required water quantity. The Fillmaster System then dispenses
the prescription with one touch of a button. The advanced technology of the
Fillmaster 1000e computerized dispenser and the Scanmaster bar code reader
ensures accuracy of measurement and assurance of compliance to minimize
liability.

This is a finite, niche market in which our significant customers to date
consist primarily of domestic retail chain pharmacies. There are approximately
72,000 pharmacies in the United States and Canada, with many thousands more
worldwide. Water-mixed antibiotic prescriptions, for which the Fillmaster is
primarily used, make up approximately 12.6% of a pharmacy's total prescriptions
and approximately 20% of a pharmacy's gross profit. We have installed over
20,000 Fillmaster dispensers in pharmacies across the nation, including
Wal-Mart, Walgreens, Albertson's/American Stores, Eckerd, Fred Meyer, Target,
CVS, Kroger, Smith's Food and Drug, Longs Drugs, Rite-Aid, Drug Emporium, Fry's,
Hi-School Pharmacies, H-E-B, Fleming, Giant and Snyders. Also included in the
customer base are many United States Military Clinics, including Bethesda Naval
Hospital; the Kaiser Foundation for Medical Care; the Mayo Clinic and several
hundred Independent and Hospital Pharmacies.

Fillmaster(R) System Filters We also market unique and proprietary NSF certified
filter replacements for the Fillmaster's Pharmapure water purification system,
which require changing at intervals of approximately 12 months or sooner as
indicated by the purity testing module. The filter replacements represent a
significant continuing source of revenues to us.

Customer Service Plan 2000(TM) Innovative Medical Services offers outstanding
service to its pharmacy customers with its exclusive Customer Service Plan 2000
(CSP 2000). The CSP 2000 provides an unlimited warranty on all Innovative
Medical Services pharmacy products, regardless of age or quantity; significant
discounts on maintenance item costs; free software upgrades for the Fillmaster
1000e and Scanmaster; a secure web site that allows pharmacy customers to
monitor history, scheduled maintenance and account status; automatic replacement
filter shipments; and simplified, annual invoicing. Motivated by the cost
savings and the extended warranty coverage, most of our chain customers have
entered into multi-year contracts for the CSP 2000.

Residential Water Treatment Products
Nutripure(R) Dealer Program Innovative Medical Services' Nutripure Water Dealer
Program offers existing independent water treatment dealers a line of
residential water softening and other point-of-use water treatment equipment for
sale to the public under IMS' Nutripure brand. In addition, the program provides
complementary, industry-unique financing that extends credit to consumers for
the purchase of water treatment equipment from participating dealers. We realize
revenues from both the sale of Nutripure equipment and the financing. The
Nutripure whole-house water softening systems, like most water softening systems
on the market, are typically professionally installed in a customer's basement
or garage and require electricity. The Nutripure water softening systems,
comprised of a resin tank, brine tank and controller, extract minerals from the
water through an ion exchange process. Nutripure whole house systems are often
installed in conjunction with Nutripure reverse osmosis systems.

We have formed alliances with independent dealer groups, finance companies and
leading equipment component manufacturers to create a marketing program to sell
and finance whole-house water treatment systems through existing dealers. We
believe this marketing strategy provides consumers and independent dealers a
name and image they can trust. The programmable systems come equipped with
microprocessors and electronic water meters to monitor daily water usage and
provide automatic, demand-based water conditioning. An electronic memory stores
operating system information, and battery backup keeps it current if power is
lost.

Innovative Medical Services' Nutripure Water Dealer Program also offers a
Nutripure line of residential drinking water systems combines reverse osmosis
technology with carbon filtration to improve the taste, smell, quality and
safety of standard tap water. Reverse osmosis is a water treatment process that
removes contaminants from water by using pressure to force the water molecules
through a semi-permeable membrane. Carbon, sometimes referred to as activated
carbon, is a water treatment medium commonly used for dechlorination and for
reducing trace and soluble materials from water. We also market unique and
proprietary filter replacements for the Nutripure residential drinking water
systems that require changing every 12 months.

The Nutripure reverse osmosis filtration system is comprised of a storage tank,
a faucet and a water filtration apparatus which includes a sediment filter, pre-
and post-carbon filters and a reverse osmosis membrane. Nutripure requires
neither professional installation nor electricity to operate. The Nutripure
system filters to .001 micron and reduces heavy metals, chemicals and
microorganisms, such as cryptosporidium and giardia, as well as reducing bad
taste and odor from drinking water. A micron is a measurement unit equal to one
millionth of a meter. Micron measurements are applied to water filtration
systems to indicate the particle size at which suspended solids larger than that
size will be removed.

Nutripure(R) 2000 Innovative Medical Services entered the retail venue with its
Nutripure 2000 Countertop Water Filtration System. Nutripure 2000, developed
specifically for mass merchandising, offers water filtration technology at
competitive pricing. Nutripure's filter component is a one-micron, carbon
microfilter that reduces dirt, chemicals, lead and parasites to improve the
taste, quality and safety of tap water. The Nutripure 2000 requires no assembly,
mounts directly to a faucet and features a 2,000-gallon capacity filter, an
automatic bypass shutoff valve, an electronic monitor that reminds users when to
change the filter, and an exclusive filter design that prevents leaking and
contamination because water flows only through the completely sealed filter
cartridge. We distribute Nutripure 2000 through retail outlets in the United
States.

The filter component, manufactured by Omnipure Filter Company of Caldwell,
Idaho, has been tested by Spectrum Laboratories to meet or exceed National
Sanitation Foundation Standard No. 53 Health Effects and Standard No. 42
Aesthetic Effects. These tests determine if the product meets the most stringent
standards set by the NSF for consumer water filtration. Spectrum Labs, Inc. is
an independent laboratory in New Brighton, Minnesota. The testing on the
Nutripure product was paid for by Omnipure Filter Company, Caldwell, Idaho. The
test reports were submitted by Spectrum Labs, Inc. to Omnipure on April 6, 1998.
We had no prior relationship with Spectrum Labs when the tests were conducted.
We selected the Omnipure filter component for the Nutripure 2000 in part because
it had this testing available, though there are several other similar quality
filter components readily available. Other than purchase orders there is no
written agreement between us and Omnipure.

Spectrum Labs' Product Testing Department conducted testing on the product for
chlorine reduction in accordance with test protocol contained in NSF
International Standard Number 42 "Drinking Water Treatment Units/Aesthetic
Effects," Appendix B, "Chemical Unit Test Methods," Section I, "Procedure -
Plumbed-In and Faucet Mounted Taste, Odor and Chlorine Reduction Units Without
Reservoir," revised June 1988. The product was found to meet the requirements
for compliance under Standard Number 42 for taste, odor and chlorine reduction
for Class I filters.

In addition, Spectrum Labs evaluated the product for cyst and turbidity
reduction and structural integrity in accordance with test protocol contained in
NSF International Standard Number 53, "Drinking Water Treatment Unites/Health
Effects," Section 6.12, "Mechanical Filtration Test Methods," and Section 6.6,
"Structural Integrity Performance. The filter media evaluation was performed
based on test protocol contained in NSF Standard Number 53, Section 6.7, "Filter
Media." Influent and effluent samples were analyzed for cyst reduction using
American Society for Testing and Materials Method Number F796 which is a
standard particle counting method. Samples evaluated for turbidity were analyzed
using EPA Method Number 180.1 which is a nephelometric method. NSF Standard
Number 53, Section 6.6.1.2 protocol was used to perform the pressure evaluation
for structural integrity. The product was found to meet the requirements for
compliance under NSF Standard Number 53 for cyst and turbidity reduction, filter
media evaluation and structural integrity performance.

Nutripure(R) 2000 Replacement Filters We also market replacement filters for the
Nutripure 2000 water system. The Nutripure 2000 contains a 2,000-gallon filter
that must be changed every year.

Nutripure(R) Sport Filtered Sport Bottle The Nutripure Filtered Sport Bottle,
also offered as a private label or premium item, provides clean, great-tasting
water for on-the-go consumers. The Nutripure Filtered Sport Bottle features a
small carbon filter at the bottom end of the plastic straw so that, as the
consumer drinks through the straw, the water is drawn up through the filter. An
innovative alternative to buying expensive bottled water, Nutripure Sport
filters an average of approximately 30 microns, reducing sediment and chlorine,
and can be refilled 60 times before an inexpensive filter change is required.
The Nutripure Sport program provides recurring revenue through sales of the
replacement filter twin pack.

RETAIL PRODUCTS DIVISION
Medifier(TM) We also market the Medifier, a patented universal prescription
bottle label magnifier. The Medifier holds various sized prescription bottles in
position under a magnifier strip that enlarges dosage and use instructions to a
clearly readable size. The Medifier is marketed to Innovative Medical Services'
existing sales channels, as well as through catalogue sales and promotional
products distributors.

E-COMMERCE DIVISION
Nutripure.com(R) In December 1999, we formed a wholly owned subsidiary,
Nutripure.com, to capitalize on internet commerce opportunities focusing on
health and wellness. In January 2000, we began the process to spin off
Nutripure.com as a separate public company. During the intervening time, adverse
market conditions for solely internet-based ventures eroded Management's
confidence in the viability of a public market for Nutripure.com common stock.
Therefore, in October 2000, our Board of Directors elected to retain
Nutripure.com as an operating division of Innovative Medical Services in order
to minimize the substantial administrative expense associated with launching and
operating a public company.

BIOSCIENCE DIVISION
Silver Ion Technologies
Our bioscience division includes a silver ion technology called Axenohl(TM).
Axenohl is a patented, aqueous disinfectant. The use dilution formulation of
Axenohl is called Axen(TM). The EPA registration for use of Axenohl and Axen as
hard surface disinfectants has been issued. The first Axen-containing product we
developed was our CleanKill(TM) hard surface disinfectant for sale to the pest
control industry. We intend not only to sell our own Axen-based hard surface
disinfectant products, but also to sell Axen as an additive to other
manufacturer's products.

The current EPA approval of Axen is based on prior testing using 12-part per
million (ppm) strength. In February and March 2002, we announced the results of
a battery of tests using an increased formula strength of 30-ppm to meet
rigorous standards of potential product partners and to achieve the shortest
possible kill times on a greater scope of microbes. The tests were performed by
nationally recognized independent laboratories Nelson Laboratories of Salt Lake
City, Utah and AppTec ATS, St. Paul, Minnesota, under AOAC protocol and GLP
regulations in accordance with EPA regulations.

Specific Axen test results include:
30-Second Kill Time ---At 30 ppm, Axen demonstrated a
30-second, 99.9999% kill of standard indicator organisms
including Staphylococcus aureus ATCC 6538, Pseudomonas
aeruginosa ATCC 15442 and Salmonella cholerasuis ATCC 10708.
Each is regarded as ever present in nearly every person's life
and is also a frequent human pathogen.

Residual Kill Activity --- The residual activity of Axen was
tested at 0, 1, 6, and 24 hours after application to a hard
surface against standard indicator organisms (Staphylococcus
aureus ATCC 6538, Pseudomonas aeruginosa ATCC 15442 and
Salmonella cholerasuis ATCC 10708). Quantitative residual
results at 24 hours after initial application show a 99.99%
reduction in all three bacteria tested.

Bacteria---Additional testing of Axen against Methicillin
Resistant Staphylococcus aureus ATCC 700698 (MRSA), Vancomycin
Resistant Enterococcus faecium ATCC 700221 (VRE) and
Escherichia coli OH157 ATCC 43888 demonstrated a 99.9999% kill
in 2 minutes. These specific bacteria are especially
problematic in hospitals because of their resistance to
antibiotics. Further, Axen showed a 99.9999% kill in 30
seconds against Listeria monocytogenes ATCC 19111. Food
processing operations are challenged to keep this bacterium
under control.

Fungus --- Axen demonstrated a 99.9999% kill in 10 minutes of
the common athlete's foot fungus, Trichophyton mentagrophytes
ATCC 9533. After review and approval by the EPA, this data
will allow the Company to add a fungicidal claim to its hard
surface disinfectant label.

Viruses --- Axen also demonstrated 99.9999% virucidal efficacy
against HIV Type 1 in 30 seconds, Herpes simplex virus type 1
in one minute, and Influenza A virus ATCC VR-544, Rhinovirus
type R 37 ATCC VR-1147, Strain 151-1 and Poliovirus type 2
ATCC VR-1022, Strain Lansing in 10 minutes. After review and
approval by the EPA, this data will allow the Company to add
these virucidal claims to its hard surface disinfectant label.

We are awaiting EPA approval of the 30-ppm formula. After receiving EPA
approval, we will be able to expand the existing Axen efficacy claims as a hard
surface disinfectant.

Based on the EPA toxicity categorization of antimicrobial products that ranges
from Category I (high toxicity) down to Category IV, Axen, with its combination
of the biocidal properties of ionic silver and citric acid, is an EPA Category
IV antimicrobial for which precautionary labeling statements are normally not
required. This compares with Category II warning statements for most leading
brands of antimicrobial products.

We plan to pursue additional EPA and FDA regulatory approvals for other
applications. Additional possible uses for this product include wound care,
topical infection care, personal disinfecting retail products and food
processing, which may require FDA approvals, as well as municipal water
treatment and point-of-use/point-of-entry water treatment products, which may
require additional EPA approvals.

In March 2001, we signed a five-year contract to provide Axenohl to Dodo &
Company, a Korean cosmetics manufacturer and marketer. Under the contract, Dodo
& Company would purchase approximately $1.2 million dollars of product from us
over five years. In addition to the purchase price, the contract calls for us to
receive a reimbursement for research and development and a royalty on sales of
the Axen-containing products. The contract requires Dodo & Company to obtain
appropriate regulatory clearances in South Korea, but we have no documentation
to show that this has been completed. We believe that Dodo & Company has
miscalculated the royalties due to us, and we have requested that Dodo & Company
reevaluate their royalty calculations. Dodo & Company has requested a
renegotiation of the contract including the royalty fee calculation. During the
year, Dodo & Company has continued to expand its A-Clinic Club line to include
over 10 different products, all of which contain Axenohl as an active
ingredient. Because of Dodo & Company's significant investment in the product
line, we believe we will be able to renegotiate the contract to the satisfaction
of both parties. Until this matter is resolved, however, we are unlikely to ship
additional product to Dodo & Company.

On November 30, 2001, the Company acquired the patent for Axenohl, a silver ion
based technology which is the basis for the Company's silver ion products. The
Company previously licensed the use of this patent.

The Company purchased the patent for 700,000 shares of its common stock plus
certain expenses. The Company valued the patent at $1,540,600 based on the
market price of the stock exchanged. In addition, the Company agreed to pay
royalties in the amount of 5% of gross Axenohl sales until March 2018, the end
of the life of the patent. There are minimum royalties due of $1,000,000 for the
period of November 2001 to July 31, 2004 and for each fiscal year thereafter.
Innovative Medical Services has the right, in its sole and absolute discretion,
to pay the minimum royalty in cash or in common stock at prevailing market
prices. If the Company determines it does not wish to pay the minimum royalty
payment, it has the option at any time to transfer the patent back to the prior
owner rather than pay the minimum royalty.

Boric Acid Based Pesticide Technologies
Our bioscience division also includes a line of pesticide technologies. The
EPA-approved, patent-pending RoachX(TM) was the first product to launch from the
line. The national kickoff took place at the National Pest Management
Association meeting in New Orleans, Louisiana, in October 2001. We are selling
RoachX through Univar (formerly Vopak) and members of the Speckoz group of nine
regional independent wholesalers.

United States Department of Agriculture testing confirms that RoachX is over 96%
effective in three to four days with one application for indoor and outdoor
eradication of cockroaches, and can be used near children and food preparation
areas. Boric acid is a well-known and effective deterrent of cockroaches and
will kill them on contact, but cockroaches do not naturally eat the repellent.
Although many pesticide products contain boric acid as the listed active
ingredient, we believe RoachX to be new because of the combination of boric
acid, glycerin and a protein-based attractant in a colloidal suspension to
create three unique results: 1) The formula protects the boric acid from water
and humidity, 2) The cockroaches perceive the formulation as food and will
actually eat the glycerin-encapsulated boric acid, and 3) The formula acts as a
time-released pesticide, allowing the cockroach to return to the nest before it
dies and then becomes a "bait station" for other roaches in the colony. We
believe the product line, containing particular formulas for specific pests, is
effective against cockroaches, ants, palmetto bugs, silverfish, waterbugs,
ticks, fleas, lice and garden pests.

At the October 2001 trade show, we also launched Pro's Choice(TM) caulk for pest
control operators. We repackage an NSF, USDA and FDA approved food-grade
silicone caulk as our Pro's Choice product. Pro's Choice does not contain any
pesticide and is a convenience tool for pest control operators for "exclusion",
or the filling of cracks and crevices to create a physical barrier insects
cannot penetrate.

In January 2002, we formally launched CleanKill(TM), the Axen-based hard surface
disinfectant for the pest control industry. CleanKill is approved by the EPA as
an additional brand name of Axen.

In March 2002, we received EPA approval for our second pesticide product, AntX
75(TM). Targeted to pest control professionals, AntX 75 is available through
commercial distributors in the pesticide industry. AntX 75 combines our
patent-pending glycerol boric acid technology with a carbohydrate-based
attractant to create a non-drying, time-released bait. The non-drying formula
allows ants to feed until the bait is gone. The formula also completely masks
the borate in the bait and produces a time-released effect that lengthens the
kill time, giving the ants time to return to their nests before dying.

In April 2002, we launched two formulas of non-toxic TrapX rodent lure. This
conveniently packaged, non-drying EPA-exempt product is available in fruit
formula for roof rats and protein formula for Norway rats and squirrels and
eliminates the hassles of mixing and cross contamination that are currently
issues for pest management professionals. Both formulas work well for field and
house mice and may be used in all types of traps. TrapX is available through
commercial distributors in the pesticide industry.

Competition
Although we have only one known competitor in our pharmaceutical water
purification market, we face very strong competition in the residential water
treatment markets where many large, long-established competitors currently hold
most of the market share and have the capital resources available to invest in
large national marketing campaigns. The market for Axenohl is highly competitive
because we must work to displace traditional disinfecting technologies sold by
well-known international industry leaders.

The market is similar for our pesticide products. Although recent changes in EPA
regulations may ease our ability to enter the market, ongoing strong market
presence of existing pesticide companies may make it difficult to compete. On
June 8, 2000, the United States EPA reclassified the Dow Chemical product
Dursban (also sold as Lorsban). Over 800 products containing the organophosphate
pesticide chlorpyrifos are reclassified and now may only be sold in a
significantly diluted form. Sales of original, stronger formulations of such
products to retailers ended February 1, 2001, and retailers must remove the
products from shelves by December 31, 2001. The current formulations are also
banned for commercial and agriculture professionals as of December 31, 2000.
Professional pest control companies must use a 100 to 1 diluted version of the
current product strength and obtain a waiver of responsibility from the home or
business owner. As of June 6, 2001, the product underwent a further 10 to 1
dilution, creating a 1000 to 1 diluted treatment.

Our ProChoice caulk, a companion product to our pesticide products, is a
repackaged readily available food-grade silicone caulk manufactured by General
Electric. Although competition is significant because the caulk is commercially
available from multiple manufacturers in standard 10-11 ounce tubes, we have
repackaged it for the convenience of our customers into 4 ounce tubes that fit
bait guns used by the pest control operators.

We recognize that innovative marketing methods are required in such competitive
markets. We work to focus on the high quality and value price of our products in
their markets.

Patents and Intellectual Property
We own patents on the Medifier, the Fillmaster 1000e Electronic Dispenser and
the Axenohl technology. In addition, we have a patent application pending for
RoachX and related pesticide products. Except for the Nutripure whole-house
water treatment systems, our other water treatment products are comprised of
combinations of our own proprietary components, custom made components and
patented, off-the-shelf components and are assembled and packaged by us. The
Nutripure whole-house water treatment systems sold through the Nutripure dealer
program are purchased from a variety of manufacturers as private label products
for Innovative Medical Services. These manufacturers use patented key components
in their products.

The Medifier patent, which expires in March 2010, protects a device for use as a
magnifying implement which has a housing member designed to accommodate
prescription bottles of various popular sizes therein in a fixed position. A
longitudinally moveable magnifying lens slideably mounted in the housing member
is utilized to magnify the print contained on an instruction label located on
the side of the prescription bottle. Alternate embodiments allow different size
medicine bottles to be alternately mounted in concentric fashion, or with the
side of the medicine bottles facing the lens in a fixed position.

The Fillmaster 1000e patent expires in August 2017 and protects a method and
apparatus for dispensing fluids in response to a user request for a specified
amount of the fluid. A microprocessor opens and closes a fluid port for
predetermined amounts of time to control the amount of fluid dispensed. The
microprocessor monitors the elapsed time and the amount of fluid that has been
dispensed since the last time the filter was serviced. In one preferred
embodiment, the amount of fluid that is dispensed is measured by continuously
monitoring the volume of fluid flowing through the apparatus. A pressure
measurement device allows the microprocessor to monitor the fluid pressure. The
microprocessor prevents fluid from being dispensed if the pressure is not within
a predetermined range of tolerances. The fluid port is opened and closed by
activating and deactivating a solenoid. A keypad allows the user to input the
amount of fluid that is to be dispensed. A "Wait" period is imposed between the
time that the user initiates the first stage and the time the user may initiate
the second stage. The microprocessor does not open the fluid port if a "Failure"
condition exists. An LCD is provided to display the amount of fluid that the
user has requested. In an alternative embodiment, a bar code scanner or other
input device allows the user to automatically input the amount of fluid that is
to be dispensed.

On November 30, 2001, the Company acquired the patent for Axenohl, a silver ion
based technology and its method of making which is the basis for the Company's
silver ion products. The Company previously licensed the use of this patent.

The United States patent for Axenohl was issued on March 6, 2001, and a
supplemental patent has been filed to cover the substitution of 14 other organic
acids for citric acid in the formulation.

A patent application for RoachX and related products was filed in February 1998
to protect a nonaqueous form of insecticide consisting of a desiccant,
preferably boric acid, with additional ingredients for binding, stability and
target insect attraction.

Manufacturing
The Fillmaster and Nutripure water systems are assembled in our manufacturing
facility at our corporate offices primarily from custom manufactured components.
It is our goal to perform minor manufacturing in our facility to minimize wages,
equipment expense and insurance. No components of the systems have permanent or
unequivocally restricted availability. Many manufacturers are available to
produce the components, and a change in suppliers would result in virtually no
lost production.

The original Fillmaster dispenser and the new Fillmaster 1000e dispenser are
both assembled in our manufacturing facility at our corporate offices mostly
from proprietary and custom parts fabricated to our specifications from
injection-molded plastic and fabricated acrylic.

The Nutripure Sport bottle is also assembled in our manufacturing facility at
our corporate offices from proprietary and custom components manufactured under
exclusive agreements with several different manufacturers. Alternative
manufacturers exist, and a change in suppliers would result in virtually no lost
production. There are no plans to alter production methods.

We manufacture RoachX, AntX and TrapX in our manufacturing facility at our
corporate offices and outsource some of the packaging functions. The active and
inactive ingredients of these products are readily available multiple
manufacturers in the US and abroad.

We purchase caulk manufactured by General Electric for our ProChoice product
from a General Electric authorized distributor and repackager. This caulk is
readily available through several other manufacturers.

We blend the Axenohl products in our manufacturing facility at our corporate
offices from concentrate produced by our subsidiary, ETI-H2O. Silver, the
primary active ingredient, is a readily available commodity, and the other
active and inactive ingredients of Axenohl are readily available from chemical
supply companies.

We purchase water softening and filtering equipment from a variety of
manufacturers for the Nutripure water dealer program which they produce and
label as Nutripure equipment. We resell to participating water treatment
equipment dealers.

Research and Development
Research and Development costs that have no alternative future uses are charged
to operations when incurred and are included in operating expenses. The total
amounts charged to Research and Development expense were $780,500 and $293,000
in the fiscal years ended July 31, 2002 and 2001, respectively. Our investment
in Research and Development during the past year resulted in the release of 4
additions to our pesticide product line, including AntX, Pro's Choice and two
formulas of TrapX. Our investment also yielded significant testing results on
the new 30-ppm Axenohl formula which in turn allowed us to apply to the EPA for
approval of expanded efficacy claims for our hard surface disinfectant.

Employees
As of October 25, 2002, Innovative Medical Services employed thirty-one people,
twenty-seven of whom are full-time individuals: nine employees in product
assembly and shipping, six employees in sales, marketing and customer service,
six employees in research and development and ten employees in management and
administration. We choose to outsource more expensive, specialized functions
including public relations and selected engineering projects.

Material Changes from Annual Report
There have been no material changes since the filing of our annual report on
form 10ksb for the fiscal year ended July 31, 2002 on October 29, 2002 and as
amended on November 25, 2002.

No person is authorized to give any information or to make any representation
other than those contained in this prospectus, and if given or made such
information or representation must not be relied upon as having been authorized.
This prospectus does not constitute an offer to sell or a solicitation of an
offer to buy any securities other than the
shares offered by this prospectus or an offer to sell or a solicitation of an
offer to buy the shares in any jurisdiction to any person to whom it is unlawful
to make such offer or solicitation in such jurisdiction.

TABLE OF CONTENTS

Prospectus Summary.......................................................1
Risk Factors.............................................................4
Where You Can Get More Information.......................................8
Certain Information We Are Incorporating by Reference....................9
Forward Looking Statements............................................. 10
Description of Securities. .............................................10
Selling Securities Holders..............................................11
Plan of Distribution....................................................12
Transfer Agent .........................................................13
Experts.................................................................13
Legal Matters...........................................................13
Legal Proceedings.......................................................13
The Business of Innovative Medical Services ............................14
Material Changes from Annual Report .................................. 25

UNTIL xxxx, 2002 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL DEALERS
EFFECTING TRANSACTIONS IN THE REGISTERED SECURITIES, WHETHER OR NOT
PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.

[GRAPHIC OMITTED]

-------------------------
PROSPECTUS
-------------------------

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The only statute, charter provision, bylaw, contract, or other arrangement under
which any controlling persons, director or officer of the Registrant is insured
or indemnified in any manner against any liability which he may incur in his
capacity as such, is as follows:

(a) The Company's Certificate of Incorporation provides the Company's Officers
and Directors the full extent of the protection offered by the General
Corporation Law of the State of California.

(b) The General Corporation Law of the State of California provides that a
corporation may include a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that such provision
shall not eliminate or limit the liability of a director (i) for any breach of
the directors' duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under the Corporation Law dealing with the
liability of directors for unlawful payment of dividend or unlawful stock
purchase or redemption, or (iv) for any transaction from which the director
derived an improper personal benefit. No such provision shall eliminate or limit
the liability of a director for any act or omission occurring prior to the date
when such provision becomes effective.

(c) The Company's Bylaws provide that the Company may indemnify its Officers and
Directors to the full extent permitted by the General Corporation Law of the
State of California.

(d) The General Corporation Law of the State of California provides that a
corporation may indemnify its directors and officers against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
incurred by them in connection with any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the rights of the corporation), by reason of
being or having been directors or officers, if such directors or officers acted
in good faith and in a manner reasonably believed to be in or not opposed to the
best interests of the corporation and, with respect to any criminal action or
proceeding, they had no reasonable cause to believe their conduct was unlawful.
The indemnification provided the General Corporation Law of the State of
California is not exclusive of any other rights arising under any by-law,
agreement, vote of stockholders or disinterested directors or otherwise.

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The estimated expenses of the offering, all of which are to be borne by the
Registrant, are as follows:

SEC Filing Fee $ 20
NASD Filing Fee na
Printing Expenses 100
Accounting Fees and Expenses 0
Legal Fees and Expenses 1,000

II-1

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.

During the past three years, the Registrant sold securities which were not
registered under the Securities Act of 1933, as amended, as follows:

MARCH 2000 PRIVATE PLACEMENT
NAME OF PURCHASER DATE UNITS(1) CONSIDERATION
Richard Rogers & Julie Rogers 03/30/00 14,815 $50,000
Mark Vittert & Carol Vittert 03/30/00 14,815 $50,000
Glen Wegner 03/30/00 14,815 $50,000
Orienstar Finance Limited 03/30/00 14,815 $50,000
Stanford E. Bazilian 03/30/00 103,704 $350,000
Sofisco Nominees Limitied 03/30/00 296,297 $1,000,000
Richard W. Strang Sr Trustee 03/30/00 14,815 $50,000
Strang Mech. Emp. Ret. Trust
William A. Shewalter 03/30/00 29,630 $100,000
John W. Dowd III 03/30/00 14,815 $50,000
Antonio C Alvarel 03/30/00 14,815 $50,000
Roy Thung 03/30/00 14,815 $50,000
Michael Rothaus 03/30/00 14,815 $50,000
Billy W. Ward 03/30/00 14,815 $50,000
James Pritsiolas 03/30/00 14,815 $50,000
George Tagaris 03/30/00 14,815 $50,000

(1) Each Unit consists of one share of common stock and one Warrant to acquire
and additional share of common stock for $5.25 on or before March 31, 2001.

ETIH20, INC. SHARE EXCHANGE
NAME OF PURCHASER DATE # of Shares CONSIDERATION
Diana L. Korpal 10/16/00 1,000 Share Exchange
Manuel A. Carrillo 10/16/00 2,000 Share Exchange
Ana Lorena Carrillo Pacheco 10/16/00 1,000 Share Exchange
Joan M. Curtis, 10.16/00 240 Share Exchange
Lawrence A. Stranch 10/16/00 1,000 Share Exchange
Jackson Allen Tuggle &
Lisbeth S. Tuggle 10/16/00 500 Share Exchange
Jerry K. Spivey 10/16/00 1,000 Share Exchange
Barbara L. Woolson 10/16/00 22,000 Share Exchange
Robert H. Cook, Jr. 10/16/00 1,500 Share Exchange
Brad Riggle 10/16/00 500 Share Exchange
Arthur Riley and Clarissa Riley 10/16/00 500 Share Exchange
Edwin A. Woolson 10/16/00 5,143 Share Exchange
Charles Stutts 02/09/01 20,000 Share Exchange

The Shares issued were in exchange for 100% of the outstanding common stock of
ETI H2O, Inc., a Florida corporation. Charles Stutts is a Receiver appointed to
collect outstanding debt of Andrew Arata in the case of the SEC v. NVID
International, Inc., Case No. 8:97-CV-758-T-27F. Mr. Stutts was issued these
shares pursuant to court order upon motion by Mr. Stutts. The Company issued
these shares in consideration of Mr. Arata's surrender of his shares in ETIH2O,
Inc.

OCTOBER 2000 PRIVATE PLACEMENT
NAME OF PURCHASER DATE # of Shares CONSIDERATION
Genevieve Schiffmann 11/03/00 37,736 100,000
Professional Trust Mgmt 11/03/00 18,868 $50,000
M.H. & Phyllis S. Singleton 11/03/00 9,434 $25,000
Bavarian Capital Partners 11/03/00 9,434 $25,000
Andrew DeVries III 11/20/00 18,868 $50,000

II-2

OCTOBER 2000 NUTRIPURE.COM SHARE EXCHANGE
NAME OF PURCHASER DATE # of Shares CONSIDERATION
Adler Corporation Pty, Ltd. 10/24/00 41,667 Share Exchange
Mathew Kanter 10/24/00 33,334 Share Exchange
William Schewalter 10/24/00 25,000 Share Exchange
James Pritsiolas 10/24/00 8,334 Share Exchange
FTP, Inc. 10/24/00 25,000 Share Exchange
Richard W. Strang, Sr., Trustee 10/24/00 8,334 Share Exchange
Giltner B. Stevens 10/24/00 8,334 Share Exchange
Albert Pick III 10/24/00 16,667 Share Exchange
N. Herrick Irrevocable 10/24/00 16,667 Share Exchange
Securities Trust
C/o Howard Herrick, Trustee

The Shares were issued in exchange for shares of Nutripure.com common stock, a
wholly owned subsidiary of the Registrant on the basis of one share of the
Registrant's common stock for every six shares of Nutripure.com common stock
exchanged.

JANUARY 2001 PRIVATE PLACMENT
NAME OF PURCHASER DATE UNITS(1) CONSIDERATION
Peter Rozok and
Susan Rozak 01/24/01 10,000 $ 30,000
Richard Strang 01/22/01 10,000 $ 30,000
James Pritsiolas 01/22/01 15,000 $ 45,000
William Shewalter 01/22/01 10,000 $ 30,000
Solinvest Group Ltd. 01/30/01 33,334 $100,002
Donnie R. Cox 01/30/01 5,000 $ 15,000

(1) Each Unit consists of one share of common stock and one Warrant to acquire
and additional share of common stock for $4.00 on or before January 28, 2002.

APRIL 2001 PRIVATE PLACEMENTS
NAME OF PURCHASER DATE SECURITIES CONSIDERATION
Solinvest Group, Ltd. 04/27/01 Conv. Deb. $100,000
Multiasian Ventures Ltd. 04/27/01 Conv. Deb. $100,000
Harry Singer 04/30/01 65,000 shares $ 97,500
Harold Clark 04/30/01 30,000 shares $ 45,000
Albert Pick 04/30/01 30,000 shares $ 45,000
Keystone Capital Mgmt. 04/30/01 25,000 shares $ 37,500

NOVEMBER 2001 NVID SETTLEMENT
NAME OF PURCHASER DATE SECURITIES CONSIDERATION
NVID International, Inc. 11/08/01 651,000 Shares Patent Lit.
Settl.
Andrew Arata 11/08/01 17,500 Shares Patent Lit.
Settl.
George Duren 11/08/01 17,500 Shares Patent Lit.
Settl.
Dr. Charles Lewis 11/08/01 14,000 Shares Patent Lit.
Settl.

JANUARY 2002 PRIVATE PLACEMENT
NAME OF PURCHASER DATE SECURITIES CONSIDERATION
Gregory H. Barnhill 02/05/02 25,000 $40,000
Mark K. Fisher 02/05/02 12,500 $20,000
Twins Lexand, LLC 02/05/02 25,000 $40,000

II-3

Greystone Investments, LLP 02/05/02 25,000 $40,000
Eileen MacFarlane, Trust 02/05/02 25,000 $40,000
Siddle Family Trust 02/05/02 25,000 $40,000
Colt Communications LLC 02/05/02 25,000 $40,000
Robert B. MacFarlane 02/05/02 25,000 $40,000
Allan MacDonnell 02/05/02 25,000 $40,000
Blakeslee-Lane, Inc. 02/27/02 12,500 $20,000
Albert Pick III 03/13/02 25,000 $40,000

With respect to the above sales, the Company relied on Section 4(2) of the
Securities Act of 1933, as amended and Rule 505 of Regulation D for the March
2000 Private Placement. No advertising or general solicitation was employed in
offering the securities. The securities were offered to accredited investors or
existing shareholders of the Company who were provided all material information
regarding the private placements and all of the Company's reports filed with the
Securities and Exchange Commission to date. The securities were offered for
investment only and not for the purpose of resale or distribution, and the
transfer thereof was appropriately restricted by the Company.

JUNE 2002 PRIVATE PLACEMENT
NAME OF PURCHASER DATE SECURITIES CONSIDERATION

Gene Auerbach 05/30/02 25,000 $ 25,000
MidSouth Investor Fund, LP 06/05/02 100,000 $100,000
Garth E. Henley Living Trust 06/05/02 50,000 $ 50,000
John F. Nicolai 06/11/02 30,000 $ 30,000
Peter H. Newell 06/12/02 30,000 $ 30,000
Strang Mechanical Inc.
Employee's Retirement Trust 06/12/02 16,000 $ 16,000
Patrick Galuska 06/20/02 10,000 $ 10,000
Robert R. Blakely 06/30/02 5,000 services
Jesse B. Shelmire 06/30/02 5,000 services
Scott R. Griffith 06/30/02 5,000 services

Robert R. Blakely, Jesse B. Shelmire and Scott R. Griffith are principals of
Stonegate Securities, Inc., of Dallas, Texas. Each is the holder of a warrant to
acquire 5,000 shares at $1.00 per share. These warrants were issued in
connection with Stonegate Securities, Inc., placement of shares sold in June
2002.

II-4

AUGUST/September 2002

NAME OF PURCHASER DATE SECURITIES CONSIDERATION

Colt Communications LLC 08/27/02 200,000 $100,000
Jerry A. Moore 08/29/02 60,000 services
Colt Communications LLC 09/17/02 85,000 $48,450
Colt Communications LLC 09/17/02 65,000 services
SPS, LLC 09/17/02 50,000 $28,500
UTEK Corporation 09/17/02 120,000 services

With respect to the above sales, the Company relied on Section 4(2) of the
Securities Act of 1933, as amended. No advertising or general solicitation was
employed in offering the securities. The securities were offered to accredited
investors or existing shareholders of the Company who were provided all material
information regarding the private placements and all of the Company's reports
filed with the Securities and Exchange Commission to date. The securities were
offered for investment only and not for the purpose of resale or distribution,
and the transfer thereof was appropriately restricted by the Company.

II-5

ITEM 27. EXHIBITS.

The following Exhibits are filed as part of this registration statement pursuant
to Item 601 of Regulation S-B:

3.1 (1)(13) -- Articles of Incorporation, Articles of Amendment and Bylaws
4.1 (1) -- Form of Class A Warrant
4.2 (1) -- Form of Class Z Warrant
4.3 (1) -- Form of Common Stock Certificate
4.4 (1) -- Warrant Agreement
4.5 (2) -- March 2000 Warrant
4.6 (3) -- January 2001 Warrant
4.7 (4) -- Convertible Debenture
4.8 (5) -- Convertible Debenture Purchase Agreement
4.9 (6) -- Convertible Debenture Warrant
5.1 -- Opinion of Dennis Brovarone, Attorney at Law,
10.1 (1) -- Employment Contract/Michael L. Krall
10.2 (7) -- Manufacturing, Licensing and Distribution Agreement dated March 26,
2001
10.3 (8) -- Axenhol License Agreement
10.4 (9) -- Weaver - Roach X Assignment
10.5 (9) -- Dodo Agreement [CONFIDENTIAL TREATMENT REQUESTED FOR CERTAIN OMITTED
INFORMATION FILED SEPARATELY]
10.6 (8) -- Promissory Note of Michael Krall
10.7 (8) -- Promissory Note of Gary Brownell
10.8 (9) -- Nutripure Dealer Agreement
10.9 (9) -- Sales Finance Agreement
10.10 (10) -- ETIH2O, Inc., Acquisition Agreement
10.11 (11) -- NVID Litigation Settlement Agreement
10.12 (12) -- Addendum #1 to NVID Settlement Agreement
23.1 -- Consent of Dennis Brovarone, Attorney at Law (see opinion)
23.2 -- Consent of Miller and McCollom, Certified Public Accountants.

(1) Incorporated by reference from Form SB-2 registration statement SEC File #
333-00434 effective August 8, 1996
(2) Incorporated by reference from S-3 registration statement, SEC File
#333-36248 effective on May 17, 2000
(3) Incorporated by reference from S-3 registration statement, SEC File
#333-55758 effective on February 26, 2001
(4) Incorporated by reference from S-3 registration statement, SEC File
#333-61664 filed on May 25, 2001
(5) Incorporated by reference from pre-effective amendment no. 1 to S-3
registration statement, SEC File #333-61664 filed on July 10, 2001
(6) Incorporated by reference from pre-effective amendment no. 2 to S-3
registration statement, SEC File #333-61664 filed on August 13, 2001
(7) Incorporated by reference from Current Report on Form 8-K filed on May 24,
2001 as amended on October 19, 2001
(8) Incorporated by reference from the Amended Annual Report on Form 10KSB for
the fiscal year ended July 31, 2000 filed on October 19, 2001
(9) Incorporated by reference from Amended Form 10QSB for the nine month period
ended April 30, 2001 filed on October 19, 2001
(10) Incorporated by reference from the Amended Annual Report on Form 10KSB for
the fiscal year ended July 31, 2001 filed on November 13, 2001
(11) Incorporated by reference from Current Report on Form 8-K filed on December
6, 2001
(12) Incorporated by reference from Amended Current Report on Form 8-K filed on
December 7, 2001
(13) Incorporated by reference from the Annual Report on Form 10KSB for the
fiscal year ended July 31, 2002 filed on October 29, 2002.

II-6

ITEM 28. UNDERTAKINGS.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant 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 Registrant 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 Act and will be governed by the final adjudication of
such issue.

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
of 1933; (ii) To reflect in the prospectus any facts or events arising after the
effective date of the 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 the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment 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 means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.

(4) That, for purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to section 13(a) or
section 15(d) of the Securities 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.

II-7

SIGNATURES

In accordance with the requirements of the Securities Act of 1933 as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-3 and authorized this registration
statement to be signed on its behalf by the undersigned thereunto duly
authorized, in the City of El Cajon, State of California on November 25, 2002.

INNOVATIVE MEDICAL SERVICES

By: /s/ MICHAEL L. KRALL
---------------------------
Michael L. Krall
Executive Officer

In accordance with the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates stated.

SIGNATURE TITLE DATE

/s/ MICHAEL L. KRALL President, Chief Executive November 25, 2002
----------------------- Officer and Director
Michael L. Krall

/s/ GARY BROWNELL Chief Financial Officer, November 25, 2002
----------------------- Director
Gary Brownell

/s/ DENNIS BROVARONE Director November 25, 2002
-----------------------
Dennis Brovarone

/s/ DONNA SINGER Director November 25, 2002
-----------------------
Donna Singer

/s/ GREGORY BARNHILL Director November 25, 2002
-----------------------
Gregory Barnhill

/s/ PATRICK GALUSKA Director November 25, 2002
----------------------
Patrick Galuska

/s/ EUGENE PEISER Director November 25, 2002
----------------------
Eugene Peiser

II-8