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 2,149,141 $0.72 $1,547,382 $125.18

* Estimated price in accordance with Rule 457(c)and based upon the last reported
sale on the NASDAQ SmallCap Market on May 23, 2003.

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 32 of the sequentially numbered pages of this
registration statement. This registration statement, including exhibits,
contains 35 pages.

TABLE OF CONTENTS

Prospectus Summary.......................................................1
Risk Factors.............................................................4
Where You Can Get More Information.......................................9
Certain Information We Are Incorporating by Reference...................10
Forward Looking Statements..............................................11
Description of Securities...............................................11
Selling Securities Holders..............................................12
Plan of Distribution....................................................14
Transfer Agent..........................................................15
Experts.................................................................15
Legal Matters...........................................................15
Legal Proceedings.......................................................15
Business of Innovative Medical Services................................ 17
Material Changes from Annual Report.....................................27

[GRAPHIC OMITTED][GRAPHIC OMITTED]

PROSPECTUS

2,529,141 Shares 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 May 21, 2003, the closing sale price of the common stock, as reported on the
Nasdaq SmallCap Market, was $0.72 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 __, 2003

Prospectus Summary

This summary highlights information contained elsewhere in this prospectus. This
summary does not contain all of the information you should consider before
buying shares of our common stock. You should read the entire prospectus
carefully, especially the risks of investing in our common stock discussed under
"Risk Factors" on page 4 of this prospectus.

We are the leading provider of pharmaceutical water purification and dispensing
products. Although our current revenues are still primarily from the pharmacy
industry, we have expanded from that business into residential water filtration.
In addition, through acquisition and product development, we have added a
bioscience division that develops and markets antimicrobial technologies and
pesticides. Please see section titled "Our Business" on page XX for a complete
description of our history and business.

Our water treatment division includes the Fillmaster(R) and Pharmapure(R)
commercial water purification and dispensing equipment sales to retail
pharmacies. It also includes a line of Nutripure(R) residential water filtration
and treatment equipment sold through mass merchandisers and through in-home
sales presentations by members of our Nutripure Dealer program.

Our bioscience division includes products that are distinguished from
competitors in the marketplace because of their efficacy combined with reduced
toxicity. The Axenohl(TM) (silver dihydrogen citrate) antimicrobial technology
may be formulated into use dilution formulas that have applications in a variety
of markets. We currently have an EPA registration on two different strengths of
a hard surface disinfectant, the most recent of which was granted in March 2003.
We plan to market the hard surface disinfectant as a stand-alone disinfectant
product as well as an additive to other manufacturer's products. The product is
colorless, odorless, tasteless and formulates well with other compounds and,
therefore, has many possible additional uses, including 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 Innovex(TM) pest control product line launched includes our EPA-approved,
patent-pending RoachX(TM) and AntX(TM) boric acid based pesticides. The product
line also contains 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
Axenohl-based hard surface disinfectant for the pest control industry. The pest
control products are currently marketed to the commercial pest control industry,
and we plan to market similar products to companies with current product
placements in mass merchandisers.

Our principal executive offices are located at 1725 Gillespie Way, El Cajon,
California 92020, and our telephone number is (619) 596-8600.

Segment Information:

Water Reconciling
Treatment Biosciences Amounts Consolidated

2001

Revenues
Commercial Water Treatment
--------------------------

Fillmaster Products $1,224,200 $1,224,200
------------------- ---------- ----------
Replacement Filters 474,700 474,700
------------------- ---------- ----------
Residential Water Treatment 190,800 190,800
---------------------------

Water Dealer Program 167,400 167,400
--------------------
Silver Ionization $320,300 320,300
-----------------
Pesticide 32,300 - 32,300
--------- ---------- -------- ------- ----------
Total Revenues $2,057,100 $352,600 $ 0 $2,409,700
------------------- ========== ======== ======= ==========

Operating Income/(Loss) $ 210,600 $(360,600) $(1,632,200) $(1,782,200)
----------------------- --------- ---------- ------------ ------------
Segment Assets $1,127,500 $ 789,900
-------------- ---------- ----------

2002

Revenues
Commercial Water Treatment

Fillmaster Products $1,161,800 $1,161,800
------------------- ---------- ----------
Replacement Filters 524,000 524,000
------------------- ---------- ----------

Residential Water Treatment 106,400 106,400
---------------------------
Water Dealer Program 396,700 396,700
--------------------
Silver Ionization $ 683,100 683,100
-----------------
Pesticide - 334,400 - 334,400
--------- ---------- --------------
Total Revenues $2,188,900 $1,017,500 $ 0 $3,206,400
-------------- ========== ========== ============== ==========

Operating Income/(Loss) $ 186,100 $(717,300) $(1,913,700) $(2,444,900)
----------------------- --------- ---------- ------------ ------------
Segment Assets $ 790,200 $2,450,100
-------------- --------- ----------

Securities Offered: 2,529,141 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 12 and "Plan of
Distribution" page 14.

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
$2,222,547. Approximately $1,770,000 of the loss was the result of negative
cash flows from operations. 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. Slower than anticipated revenue growth from new products
would force us to scale back research, testing, product development and
marketing of the new products, at which time we would reduce the size and
scope of our operations and rely on the revenues and profitability of the
water treatment division to sustain the company's existence.

2. We do not expect that we will be able to fund operations for fiscal 2003
without additional capital formation

We believe that sales from our new product lines will not provide
sufficient capital resources to sustain operations and fund product
development until after fiscal year 2003. In the short term, we expect to
raise capital through equity sales as necessary to fund future growth until
we operate above the break-even point. We continually evaluate
opportunities to sell additional equity or debt securities, or obtain
credit facilities from lenders to strengthen our financial position. The
sale of additional equity or convertible debt securities could result in
additional dilution to our stockholders. Interest on any additional debt
taken on will increase our expenses.

3. Our current line of credit carries 1 1/2% interest per month

Established in fiscal 2002, our current $600,000 line of credit is secured
against our entire assets excluding the Axenohl patent and carries an
interest rate of 1 1/2% per month. Servicing this debt increases our
monthly expenses.

4. 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, at which time we would reduce
the size and scope of our operations and rely on the revenues and
profitability of the water treatment division to sustain the company's
existence.

5. 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.

6. 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.

7. 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.

8. 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.
5

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.

9. 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.

10. 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.

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

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.

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.

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 mid-September 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 reserved approximately 11,100,000 shares for issuance under equity
compensation plans. Approximately 4,100,000 shares are reserved for
issuance upon exercise of outstanding options and warrants. These shares
have a weighted-average exercise price of $1.77. Approximately 7,000,000
shares remain available for future issuance under equity compensation
plans. The equity compensation plans include 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. 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 the omitted
information 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.
9

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 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

-- Amendment No. 2 for Form 10KSB Annual Report for the fiscal year ended
July 31, 2002 and filed on May XX, 2003

-- Form 10Q-SB Quarter Report for the fiscal quarter ended October 31,
2002 filed on December 16, 2002

-- Form 10Q-SB Quarter Report for the fiscal quarter ended January 31,
2003 filed on March 17, 2003

-- Form 8-K Current Report, Item 9, filed on April 1, 2003

-- 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.

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 or 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.

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

LeRoy Carter 200,000 100,000 1.9% .9%
Colt Communications LLC (1) 225,000 203,452 2.1% *
Colt Communications LLC
Money Purchase
Pension Plan (1) 50,000 50,000 .5% *
C. Dillow & Company, Inc. 37,333 37,333 * *
Robert F. Frijouf (2) 286,000 260,000 2.7% *
Matthew Gill 50,000 50,000 .5% *
Graves Interest Ltd. 50,000 50,000 .5% *
Investor Awareness (3) 25,000 25,000 * *
Maribeth C. Lambe 58,000 50,000 .5% *
James J. Lindsay 54,300 50,000 .5% *
Charles McArthur (5) 133,333 133,333 1.2% *
James E. Meeks 280,000 280,000 2.6% *
Newport Capital
Holdings Inc. (6) 498,440 498,440 4.7% *
Raul Robles 50,000 50,000 .5% *
Bruce Sherman (7) 15,750 12,250 * *
SPS LLC (8) 50,000 50,000 .5% *
Richard W. Strang 20,000 20,000 * *
UTEK Corporation (9) 120,000 120,000 1.1% *
John S. Vasquez (10) 56,000 56,000 .5% *
Philip Westreich 103,333 103,333 1.0% *

Shares previously registered on Form S-3, file no. 333-92352 effective August 2,
2002 included in this prospectus pursuant to Rule 429

Midsouth Investor Fund LP 100,000 100,000 .9% *
Peter Newell 202,000 30,000 1.9% 1.6%
John F. Nicolai 97,000 30,000 .9% .6%
Richard W. Strang TTEE Strang
Mechanical Inc Employees
Retirement TR 001 78,804 16,000 .7% .6%
Robert R. Blakely (11) 5,000 5,000 * *
Jesse B. Shelmire (11) 5,000 5,000 * *
Scott R. Griffith (11) 5,000 5,000 * *

Shares previously registered on Form S-3, file no. 333-88214 effective May 24,
2002 included in this prospectus pursuant to Rule 429

Greystone Investments LLP 25,000 25,000 * *
Charles Lewis (4) 188,631 14,000 1.8% 1.6%
Twins Lexand LLC 25,000 25,000 * *
Eileen MacFarlane TTEE Eileen
MacFarlane Trust DTD 04-25-00 31,500 25,000 * *
Charles Siddle TTEE Siddle
Family Trust DTD 02-06-1990(1) 25,000 25,000 * *
Allan MacDonnell 35,000 25,000 * *

* Less than 0.5%.

(1) 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. 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.

(2) Robert Frijouf provides ongoing legal services regarding the Axenohl
patents.

(3) Investor Awareness, Chicago Illinois, has been contracted to provide
investor relations services to Innovative Medical Services.

(4) Charles Lewis previously served as a consultant to Innovative Medical
Services during which time he was granted an option on 100,000 shares.

(5) Charles McArthur provides business development consulting services to
Innovative Medical Services.

(6) Newport Capital Holdings, Inc., Newport, CA, provides ongoing financial
consulting services to Innovative Medical Services.

(7) Bruce Sherman is a San Diego, CA attorney who has represented Innovative
Medical Services.

(8) 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.

(9)UTEK Corporation provides consulting services to Innovative Medical Services
to identify and facilitate sponsored research relationships and outlicensing
opportunities, particularly relating to Innovative Medical Services' Axenohl
technology.

(10) John Vasquez is the President of Newport Capital Holdings, Inc. which
provides ongoing financial consulting services to Innovative Medical Services.

(11) 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 as
compensation to Stonegate Securities, Inc., for underwriting services inc
connection with the placement of shares sold in June 2002.

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. They are seeking unspecified monetary damages for breach of
contract.

We have 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
0compelling 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.

On August 8, 2002, Billy Stapleton and Susie Stapleton filed a complaint for
patent infringement in the United States District Court Eastern District of
Tennessee at Knoxville, against Innovative Medical Services' product RoachX. On
August 12, 2002 Billy and Susie Stapleton filed an amended complaint. On May 2,
2003 IMS filed its answer to amended complaint, denying allegations generally
and specifically, and stating nine affirmative defenses to the amended
complaint. IMS believes Stapleton's amended complaint is frivolous and without
merit.

Our Business

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.

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.

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.

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.

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.

In March 2003, we received Environmental Protection Agency (EPA) registration
for our new Axen-30(TM) formulated Category IV hard surface disinfectant product
for commercial, industrial and consumer applications. Axen-30 is a 30-part per
million (ppm) use-dilution formula of our patented antimicrobial technology,
Axenohl(TM) (silver di-hydrogen citrate).

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.

BIOSCIENCE DIVISION
Silver Ion Technologies
Our bioscience division features a patented, aqueous disinfectant called
Axenohl(TM). 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.

The initial EPA registration for use of Axenohl and Axen (12-parts per million
formula) as hard surface disinfectants was issued in 2001. In March 2003, we
received Environmental Protection Agency (EPA) registration for our new
Axen-30(TM) formulated Category IV hard surface disinfectant product for
commercial, industrial and consumer applications. Axen-30 is a 30-part per
million (ppm) use-dilution formula of our patented antimicrobial technology,
Axenohl(TM) (silver di-hydrogen citrate).

The recent EPA approval allows us to expand the existing Axen efficacy claims as
a hard surface disinfectant to include a 30 second kill time on standard
indicator bacteria, a 24 hour residual kill on standard indicator bacteria, a 2
minute kill time on some resistant strains of bacteria, 10 minute kill time on
fungi, 30 second kill time on HIV Type I, and 10 minute kill time on other
viruses. These claims distinguish the efficacy of Axen-30 from many of the
leading commercial and consumer products currently on the market, while
maintaining lower toxicity ratings.

The tests conducted to obtain the recent EPA approval 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 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, food processing,
and food safety applications 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.

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. 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 the EPA-approved
AntX75(TM), 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.

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 endothermic reaction
caused by the combination of boric acid and polyglycol that produces three
unique results: 1) The formula protects the boric acid from water and humidity,
2) When combined with an attractant, the cockroaches perceive the formulation as
food and will actually eat the polyglycol-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 and
attractants for specific pests, is effective against cockroaches, ants, palmetto
bugs, silverfish, waterbugs, ticks, fleas, lice and garden pests.

Like the Axenohl antimircrobial technology, the boric acid based pesticides are
very competitive with regard to efficacy when compared to leading brands while
maintaining lower toxicity ratings.

Competition
-----------
We have only one known competitor in our pharmaceutical water purification
market, a private company called Fresh Water Systems, Inc. We believe that there
are least 3 times more Fillmaster dispensers in use than the competing product.
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 May 1, 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 and on May 23, 2003.

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

UNTIL xxxx, 2003 (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 14. 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 $ 125.18
NASD Filing Fee na
Printing Expenses 100
Accounting Fees and Expenses 0
Legal Fees and Expenses 1,000

ITEM 15. 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 16. 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
13 (13) -- Subsidiaries of the Registrant
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

ITEM 17. 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.

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 May 28, 2003.

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 May 28, 2003
----------------------- Officer and Director
Michael L. Krall

/s/ GARY BROWNELL Chief Financial Officer, May 28, 2003
----------------------- Director
Gary Brownell

/s/ DENNIS BROVARONE Director May 28, 2003
-----------------------
Dennis Brovarone

/s/ DONNA SINGER Director May 28, 2003
-----------------------
Donna Singer

/s/ GREGORY BARNHILL Director May 28, 2003
-----------------------
Gregory Barnhill

/s/ PATRICK GALUSKA Director May 22, 2003
-----------------------
Patrick Galuska

/s/ EUGENE PEISER Director May 22, 2003
-----------------------
Eugene Peiser