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UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





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Amendment No. 1 to


Form 10-KSB





(Mark One)


|x |  | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- |  | ------------------------------------------------------------------------------




| |  | For the fiscal year ended June 30, 2002
| |  | ---------------------------------------




| ̈ |  | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- |  | ----------------------------------------------------------------------------------




| |  | For the transition period from ______ to ________ .
| |  | ---------------------------------------------------




Commission file number 000-27915





MOBILE
PET SYSTEMS, INC.


A Delaware Corporation


(Name of small
business issuer in its charter)





Delaware

11-2787966(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)2150 West Washington St., Suite 110

92110San Diego, CA 92110

(Zip Code)(Address of principal executive offices)





Issuers telephone number: (619) 226-6738


Securities registered under Section 12(b) of the Exchange Act:





Title of each class

Name of each exchange on which registeredNone

None





Securities registered under Section 12(g) of the Exchange Act:





COMMON STOCK, PAR VALUE $0.0001


(Title of class)





Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.  Yes  x    No  ̈





Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form,
and no disclosure will be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.  ̈





Issuers revenues for fiscal year ending June 30, 2002 were $17,603,130.





The aggregate
market value of voting common shares held by non-affiliates of the registrant was $13,785,699 as of September 1, 2002 (computed by reference to $0.45 per share, the average bid and ask prices of the issuers Common Stock on September 3, 2002,
(the next business day) as reported by the OTC Bulletin Board, without regard to derivative securities holdings).





There were 55,027,982 shares outstanding of the registrants Common Stock as of October 25, 2002.





Transitional small business disclosures format (check one):  Yes  ̈ No  x








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This Amendment No. 1 to Form 10-KSB for
the Fiscal Year ended June 30, 2002, is filed to add information under Part III of Form 10-KSB.





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TABLE OF CONTENTS





PART III

1ITEM 9

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

1ITEM 10

EXECUTIVE COMPENSATION

4ITEM 11

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

8ITEM 12

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

9ITEM 13

EXHIBITS AND REPORTS ON FORM 8-K

13







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PART III





ITEM 9.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT





Directors





The following table sets forth certain information with respect to our directors as of June 30, 2002.





Name

Age

PositionPaul J. Crowe

52

Chairman of the Board, Chief Executive Officer, President, DirectorRobert C. Bush

75

DirectorDr. Axel Steudle

34

DirectorJeffrey Rush, M.D.

62

DirectorRobert W. Rohe

54

Director





In addition, after June 30, 2002, Mr. Rohe resigned and we
appointed three new directors:





Albert F. Haussener

69

DirectorPeter S. Conti M.D., PhD

46

DirectorThomas H. Insley

52

Chief Financial Officer, Secretary, Director





Paul J. Crowe has served as our Chairman, Chief Executive Officer
and President since December 1998. Mr. Crowe has over 30 years of business experience in sales, marketing, finance and management of high-tech medical instrumentation and services for the health care industry. Mr. Crowe is currently President and
CEO of NeuroTechnologies International, Inc. and President of Radiosurgical Centers Corporation, businesses involved in the operation of Gamma Knife radiosurgery centers, but devotes substantially full time efforts to Mobile PET.





Robert C. Bush was appointed to serve as a director in March 2000. Since 1991, Mr. Bush has served as a consultant to, and
private investor in, several medical and technology companies. From 1982 to 1990, Mr. Bush served as President and CEO of Sonics Research Corporation.





Dr. Axel Steudle was appointed as a director in January 2002. Since January 2001 Dr. Steudle has been a private investor. From July 1998 through December 2000 he was a credit analyst with Landesbank
Baden-Wurttemberg in Stuttgart, Germany, where he was responsible for a credit portfolio of approximately $1 billion. From September 1995 through June 1998 he was a credit analyst with Bankgesellschaft in Berlin, Germany, where he was
responsible for a credit portfolio of approximately $500 million.





Jeffrey Rush, M.D. was appointed as a director
in January 2002. Since 1995 Mr. Rush has been chairman of Pacific Medical Buildings, L.P., a medical real estate development firm.





Robert W. Rohe was appointed a director in January 2002. Since 1997 Mr. Rohe has been Chairman and Chief Executive Officer of Shur-Lok Corp., an aerospace manufacturer. He resigned as a director in July 2002.





Albert F. Haussener was appointed as a director in August 2002. Mr. Haussener was an advisor to the Chief Executive Officer of
VNU World Directories from January 1999 to June 2000. From February 1998 to December, 1998 he was the Chief Executive Officer of VNU World Directories and from July 1984 to February 1998 he was the Chief Executive Officer of ITT World Directories.
Mr. Haussener is nominated by Ivan Bradbury pursuant to a contractual provision in a Securities Purchase Agreement, dated July 12, 2002, between Mr. Bradbury and the Company.




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Peter S. Conti, M.D., Ph.D was appointed as a director in September 2002. Since
1991, Dr. Conti has been associated with the University of Southern California. He is currently associate professor of radiology, clinical pharmacy and biomedical engineering at the University of Southern California, as well as director of the USC
Positron Imaging Science Center and Clinic. He also serves on the board of directors of the Academy of Molecular Imaging and the Society of Nuclear Medicine. Dr. Conti is also a member of the Companys Medical Advisory Board.





Thomas H. Insley was appointed as chief financial officer, secretary and a director in July 2002. Mr. Insley retired in October
2001 as a partner with PricewaterhouseCoopers LLP, where he worked for over 29 years. He worked most recently as office managing partner and audit site leader of the San Diego office, where he oversaw all operations and managed a number of audit
client engagements. Mr. Insley is also on the Board of Directors of NexPrise, Inc., a publicly traded company.





Executive Officers





The table below shows executive officers during the fiscal year ending June 30, 2002 who are not members of
our board of directors:





Name

Age

PositionAnthony Turnbull

58

Vice PresidentFinanceEdmund Yochum

51

Vice PresidentBusiness DevelopmentSteven Vandecar

53

Vice PresidentOperationsJames Corlett

59

Vice PresidentOperationsCraig Froley

54

Senior Vice PresidentBusiness Development





Anthony Turnbull served as our Vice PresidentFinance from
January 2001 until August 2001, at which time he was elected to serve as Chief Financial Officer, Secretary, and Treasurer. In July 2002, Mr. Turnbull resumed his role as Vice PresidentFinance and was elected to serve as Assistant Secretary.
Mr. Turnbull has over 16 years of experience as a financial controller and a total of 38 years of experience in accounting. Prior to joining the Company, Mr. Turnbull served as financial controller for some of the largest manufacturing companies in
the world, namely Kraft Foods, General Foods and Stauffer Chemicals. In the late 1980s Mr. Turnbull worked as the Chief Financial Officer for Ride Snowboards and McCain Traffic Supply.





Edmund Yochum, served as our Vice PresidentBusiness Development from January 2000 until his resignation on January 31, 2002. Before joining us he had served as
Vice President of Sales at MagView Medical Software since April 1996, and from 1989 to 1996 he was Vice President of Sales at Diagnostic Ultrasound.





Steve Vandecar served as our Vice PresidentOperations from October 2001. His employment concluded on February 28, 2002. Mr. Vandecar initially joined the Company in February 2000 as Operations
Manager, moving to Vice PresidentCorporate Compliance officer in November 2000, and Vice PresidentOperations in March 2001. In June 2001 Mr. Vandecar left employment with the Company, rejoining us in August 2001 as Asset Manager. Mr.
Vandecar has over twenty-five years of experience in the Diagnostic Medical field. Prior to joining the company Mr. Vandecar held sales and management positions with Technicare, Picker and General Electric Medical Systems in their Nuclear Medicine
and PET Division.





James Corlett was elected Vice PresidentOperations in March 2002. Prior to that time he
was the Vice President of Business Development for Molecular Imaging Corp., a subsidiary of the Company, from June 2001 to March 2002 and Vice PresidentOperations of the Company from June 1999 to June 2001. Before joining the Company he was
Vice PresidentRegional Sales with American Shared Hospital Services, and following that companys acquisition, he was Vice PresidentNational Accounts and Business Development with Alliance Imaging.




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Craig Froley was appointed Senior Vice PresidentBusiness Development in
July 2002. He consulted on a part time basis with the Company from January 2002 until July 2002. Since 1996, Mr. Froley has served as President and Chief Executive Officer of Axiom Technologies, Inc. a software development firm.





Compliance with Section 16(a) of the Exchange Act.





Section 16(a) of the Exchange Act of 1934 requires our directors and executive officers, and persons who own more than ten percent of a registered class of our equity securities, to file with the SEC
initial reports of ownership and reports of changes in ownership of our Common Stock and other equity securities. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish us with copies of all Section
16(a) forms they file. To our knowledge, based solely on a review of the copies of such reports and any amendments thereto furnished to us, during the fiscal year ended June 30, 2002, all Section 16(a) filing requirements applicable to our officers,
directors and greater than ten percent beneficial owners were complied with.




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ITEM 10.    
EXECUTIVE COMPENSATION





Summary Compensation





The following table sets forth compensation information for services rendered to us by our executive officers and directors in all capacities during the past three fiscal
years. Other than as set forth below, no executive officers salary and bonus exceeded $100,000 in any of the applicable years. The following information includes the dollar value of base salaries, draws, bonus awards, the number of stock
options or warrants granted and other compensation whether paid or deferred. Reimbursement of out-of-pocket expenses is not included.





SUMMARY COMPENSATION TABLE


Annual Compensation

Long Term Comp. Awards(a)

(b)

(c)

(d)

(e)

(g)

(i)Name and Principal Position as of 6/30/2002

Year Ending

($) Salary

($) Bonus

($) Other

Securities Underlying Options(#)

All Other ($)(1)Paul J. Crowe

06/30/2002

200,000Chairman of the Board, Chief Executive Officer, President, Director

06/30/2001

200,000







3,00006/30/2000

179,167

25,000

7,200

400,000Anthony Turnbull (2)

06/30/2002

106,923Vice PresidentFinance

06/30/2001

30,769





30,00006/30/2000Edmund Yochum (3)

06/30/2002

104,784V.P.Business Devlop.

06/30/2001

130,000

14,619

35,381

370,000

3,60006/30/2000

53,885





100,000

3,600Steve Vandecar (4)

06/30/2002

84,808V.P. Operations

06/30/2001

117,270





150,000

2,45006/30/2000

26,923





100,000

1,400James Corlett (5)

06/30/2002

130,000V.P.Operations

06/30/2001

127,019





400,000

3,60006/30/2000

84,282



3,000

300,000Thomas H. Insley (6)

06/30/2002Chief Financial Officer, Secretary, Director

06/30/200106/30/2000Craig Froley (7)

06/30/2002

38,077Sr. V.P.Bus. Dev.

06/30/200106/30/2000Peter S. Conti (8)

06/30/2002









37,500Director

06/30/2001









21,75006/30/2000









0Robert Bush

06/30/2002Director

06/30/200106/30/2000







100,000


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|(1) |  | All Other Compensation consists of auto allowances for Paul Crowe, Edmund Yochum, Steve Vandecar and James Corlett. These auto allowances ceased in
December 2000.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Mr. Turnbull was named as our Chief Financial Officer and Secretary in August 2001 and reassumed the title of Vice President Finance in July 2002.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | Mr. Yochums employment concluded in January 2002.
|--- |  | --------------------------------------------------

|(4) |  | Mr. Vandecars employment concluded in February 2002.
|--- |  | -----------------------------------------------------



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|(5) |  | Mr. Corlett was named Vice PresidentOperations in March 2002.
|--- |  | --------------------------------------------------------------

|(6) |  | Mr. Insley was named Chief Financial Officer, Secretary and Director in July 2002.
|--- |  | ----------------------------------------------------------------------------------

|(7) |  | Mr. Froley was named Senior Vice PresidentBusiness Development in July 2002. Prior to that time he provided services to the Company on a part-time basis
from January 2002.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) |  | Dr. Conti received a monthly consulting fee commencing January 1, 2001 as well as honoraria for lectures as a member of our Medical Advisory Board.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------




Option and Warrant Grants and Exercises





No stock options were granted to the Executive Officers during the year ended June 30, 2002. The following table sets forth the warrants granted to the persons named in the
Summary Compensation Table during our fiscal year ending June 30, 2002:





WARRANT GRANTS IN LAST FISCAL YEAR


INDIVIDUAL GRANTS


LIST OF WARRANTS ISSUED TO OFFICERS


JULY 1, 2001 THROUGH JUNE 30, 2002 (1)





(a)

(b)


(c)


(d)

(e)Name and Job Title as of 6/30/2002

Number of Securities Underlying Warrants Granted


% of Total Granted to Employees in Fiscal Year (2)


Exercise Price

Expiration DatePaul J. Crowe

24,450
(3)




$
0.50

12/01/2004Chairman of the Board, Chief Executive Officer, President

1,366,510
(4)




$
0.58

03/22/200526,305
(5)




$
0.59

06/11/2007Total

1,417,265


82.09
%


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|(1) |  | Does not include warrants or options issued after June 30, 2002.
|--- |  | ----------------------------------------------------------------

|(2) |  | Total options and warrants to acquire 1,726,434 were granted to all employees during the fiscal year ended June 30, 2002.
|--- |  | -------------------------------------------------------------------------------------------------------------------------

|(3) |  | Granted in lieu of accrued interest on a loan to Mobile PET.
|--- |  | ------------------------------------------------------------

|(4) |  | Granted in consideration for a continuing guarantee of certain obligations of Mobile PET.
|--- |  | -----------------------------------------------------------------------------------------

|(5) |  | Granted in consideration for renewal of a loan to Mobile PET.
|--- |  | -------------------------------------------------------------



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No Executive Officer of the Company exercised any options or warrants during the
fiscal year ended June 30, 2002. The following table sets forth information concerning the value of all exercisable and unexercisable options and warrants held by those persons listed in the Summary Compensation Table as of June 30, 2002.





FISCAL YEAR-END OPTION AND WARRANTS


AS OF JUNE 30, 2002





Number of Securities Underlying Unexercised Warrants and Options (#)

Value of Unexercised In-the-Money Warrants and Options ($) (1)Name and Job Title as of 6/30/2002

Exercisable

Unexercisable

Exercisable

UnexercisablePaul J. CroweChief Executive Officer

1,497,265

0

36,438

0Anthony Turnbull (2)Vice PresidentFinance

7,500

22,500

300

900Edmund Yochum (3)Vice PresidentBusiness Development

0

0

0

0Steve Vandecar (4)Vice PresidentOperations

0

0

0

0James Corlett (5)Vice PresidentOperations

333,000

66,000

0

0Thomas H. Insley (6)Chief Financial Officer

0

0

0

0Craig Froley (7)Senior Vice PresidentBusiness Development

0

0

0

0


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|(1) |  | Calculated as the spread between the exercise price of in-the-money options or warrants and the market price of $0.60 per share as of July 1, 2002 (the first
business day after June 30, 2002).
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Mr Turnbull was named as our Chief Financial Officer and Secretary in August 2001 and reassumed the role of Vice PresidentFinance in July 2002.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | Mr Yochums employment concluded in January 2002.
|--- |  | -------------------------------------------------

|(4) |  | Mr. Vandercars employment concluded in February 2002.
|--- |  | ------------------------------------------------------

|(5) |  | Mr Corlett was named as our Vice PresidentOperations in March 2002.
|--- |  | --------------------------------------------------------------------

|(6) |  | Mr. Insley was appointed Chief Financial Officer in July 2002. The above table does not include warrants to purchase 1,000,000 shares at a price of $0.60 per
share awarded to Mr. Insley under terms of his Employment Agreement with the Company. These warrants vest monthly over five years commencing August 1, 2002.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) |  | Mr. Froley was appointed Sr. Vice PresidentBusiness Development in July 2002. The above table does not include non-qualified options or warrants to
purchase 350,000 shares of common stock, 77,776 shares vesting immediately, and the remaining vesting 9,772 per month through March 1, 2002, at a price of $0.60 per share awarded to Mr. Froley under the terms of an Employment Agreement with the
Company executed in October 2002.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




Compensation of Directors





In April 1999, we granted each of our then serving directors an option to purchase 100,000 shares of our common stock under our 1999 Stock
Option Plan, at a price of $2.50 per share, all vesting immediately, and expiring March 31, 2002. We granted Mr. Bush a similar option on January 1, 2000, at a price of $2.50 per share, all vesting immediately, and expiring December 30, 2002. Other
then the grant to Mr. Bush, we did not compensate our directors during the fiscal year ended June 30, 2001. On January 30, 2002 the board approved issuance to our then serving directors of options to purchase 100,000 shares of our common stock under
our 1999 Stock Option Plan, at a price of $0.62 per share, vesting 1/12on the first of every month, commencing
June 1, 2002. These options expire five (5) years from the date of grant. These options have not been issued pending review of directors compensation by our Compensation Committee.




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We also reimburse our directors for expenses actually incurred in connection with
attending meetings of the Board of Directors.





At the meeting of the Board of Directors on January 30, 2002
establishing the Audit Committee, the Board of Directors authorized the payment of a flat fee of $2,500.00 per quarter to members of the Audit Committee. We have not paid this compensation and the Compensation Committee established at the Board of
Directors meeting on September 12, 2002 intends to review Audit and other Board Committee compensation, together with other elements of directors compensation, when it meets.





Compensation of Medical Advisory Board





We also have a
Medical Advisory Board. The Medical Advisory Board is comprised of physicians that possess broad experience in various aspects of molecular imaging. The experience and reputation of these physicians provide a unique resource for informing other
physicians in the medical community of the benefits and advantages of molecular imaging and the services we provide. In addition, the Medical Advisory Board provides educational services to our personnel and the medical community in general. Any
advice given to us by the Medical Advisory Board is not binding on Mobile PET or our Board of Directors.





We
compensate members of our Medical Advisory Board by the grant of options to acquire our common stock under our 1999 Stock Option Plan or warrants to purchase our common stock. Members of the Medical Advisory Board typically receive the right to
purchase 10,000 shares of our common stock for each year of service. The chairman of the Medical Advisory Board typically receives the right to purchase 30,000 shares of our common stock for each year of service. The exercise prices for options (or
warrants) issued to the Medical Advisory Board have ranged between $1.00 to $4.46 per share.





Employment Contracts





On January 1, 1999, we entered into a five-year Employment Agreement with Paul J. Crowe, our Chief Executive Officer. Pursuant
to this Employment Agreement Mr. Crowe received a salary of $200,000 for the fiscal year ended June 30, 2002. Beginning in the calendar year 2000 the salary under this agreement is increased by 10% if the average market price of our stock in
December of the preceding year has increased by at least 10% above the average market price of our stock in December of the second preceding year. The Employment Agreement also provides that the Board of Directors will review and evaluate Mr.
Crowes performance annually and consider awarding him a discretionary bonus.





On January 6, 1999, we entered
into an Employment Agreement with James Corlett, our Vice PresidentOperations. Upon executing the Employment Agreement, Mr. Corlett received a signing bonus consisting of 100,000 shares of our Common Stock. The Employment Agreement also
provided for a salary to Mr. Corlett of $85,000 per year, which was increased to $130,000 per year as of June 30, 2001. In addition, Mr. Corlett received an option to purchase 300,000 shares of our Common Stock, vesting 100,000 shares at the end of
each of the first three years during the term of the Employment Agreement. The exercise price of these options is $1.91 per share.





On July 1, 2002, we entered into an Employment Agreement with Thomas H. Insley pursuant to which he became our Chief Financial Officer. The Employment Agreement provided for a salary to Mr. Insley of $175,000 per year. In
addition, we agreed to grant to Mr. Insley a warrant to purchase 1,000,000 common shares at a price of $0.60 per share. This warrant will vest at a rate of 16,667 shares per month, commencing August 1, 2002. The warrant will be exercisable until
July 1, 2008.





On October 25, 2002, we entered into an Employment Agreement with Craig Froley in connection with
his appointment as Senior Vice PresidentBusiness Development. The Employment Agreement provided for a salary to Mr. Froley of $130,000 per year. In addition, we agreed to grant to Mr. Froley options or warrants to purchase 350,000 common
shares at a price of $0.60 per share. The option or warrant vests at a rate of 9,722 shares per month, with 77,776 shares immediately vested and the remainder vesting through March 1, 2004. The option or warrant will be exercisable until July 28,
2009.




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ITEM 11.    
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT





The following table
sets forth certain information regarding beneficial ownership of our stock as of September 1, 2002 (unless otherwise noted), (a) by each person who is known by us to own beneficially more than 5% of any class of our securities, (b) by each of our
directors, and (c) by all of our officers and directors as a group. All figures for options or warrants include options or warrants vesting within 60 days of September 1, 2002. As of September 1, 2002, we had one class of stock outstanding, known as
common stock.





Name and Address of Beneficial Owner

Amount and Nature of Beneficial Ownership


Percentage of Class(1)BENEFICIAL OWNERS OF MORE THEN 5% OF ANY CLASS OF SECURITIESPaul J. Crowe

6,779,073
(2)

12.04
%c/o Mobile PET Systems, Inc. 2150 Washington St., Ste 110 San Diego, California 92110Bernd Steudle

7,500,000
(3)

13.78
%1 Muirfield House Whinshill Court Cross Road Sunningdale, SL9 5RU UNITED KINGDOMIvan Bradbury

13,000,000
(4)

23.64
%c/o Macfarlanes 10 Norwich Street London EC4A 1BD UNITED KINGDOMOFFICERS AND DIRECTORSPaul J. Crowe

See Above


See AboveRobert C. Bush

227,640
(5)

0.42
%c/o Mobile PET Systems, Inc. 2150 Washington St., Ste 110 San Diego, California 92110Dr. Axel Steudle

310,000


0.57
%Elaesser Strasse #7 Pforzheim D-75173 GERMANYJeffrey Rush, M.D.

1,120,000
(6)

2.05
%12348 High Bluff Drive Suite 210 San Diego, California 92130Albert F. Haussener

25,000


0.05
%c/o Mobile PET Systems, Inc. 2150 Washington St., Ste 110 San Diego, California 92110Peter S. Conti, M.D., Ph.D.

116,667
(7)

0.20
%c/o Mobile PET Systems, Inc. 2150 Washington St., Ste 110 San Diego, California 92110




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Name and Address of Beneficial Owner

Amount and Nature of Beneficial Ownership


Percentage of Class(1)OFFICERS AND DIRECTORSThomas H. Insley

66,668
(8)

0.12
%c/o Mobile PET Systems, Inc. 2150 Washington St., Ste 110 San Diego, California 92110Anthony Turnbull

7,500
(9)

0.01
%c/o Mobile PET Systems, Inc. 2150 Washington St., Ste 110 San Diego, California 92110James Corlett

466,000
(10)

0.85
%c/o Mobile PET Systems, Inc. 2150 Washington St., Ste 110 San Diego, California 92110TOTAL FOR ALL EXECUTIVE OFFICERS AND DIRECTORS

29,610,881


49.10
%


---

All shares are owned directly unless otherwise indicated.





|(1) |  | Based on a total of 54,413,696 outstanding shares of Common Stock as of September 1, 2002. Percentages are calculated based upon 54,413,696 shares of Common
Stock outstanding and the number of shares of Common Stock issuable upon exercise of options or conversion of warrants as of September 1, 2002 or within 60 days of that date for the person or persons indicated.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Includes 400,000 shares issuable upon the exercise of stock options and 1,497,265 shares issuable upon conversion of warrants.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------

|(3) |  | Includes 2,925,000 shares issuable upon the conversion of warrants.
|--- |  | -------------------------------------------------------------------

|(4) |  | Includes 3,000,000 shares issuable upon the conversion of warrants.
|--- |  | -------------------------------------------------------------------

|(5) |  | Includes 100,000 shares issuable upon the exercise of stock options and 125,640 shares upon the conversion of warrants.
|--- |  | -----------------------------------------------------------------------------------------------------------------------

|(6) |  | Includes 400,000 shares held indirectly and 120,000 shares issuable upon the conversion of warrants held indirectly.
|--- |  | --------------------------------------------------------------------------------------------------------------------

|(7) |  | Includes 40,000 shares issuable upon the exercise of stock options and 69,000 shares issuable upon the conversion of warrants.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------

|(8) |  | Includes 33,336 shares issuable upon the conversion of vested warrants as of September 1, 2002, and an additional 33,336 shares issuable upon conversion of
vested warrants within 60 days of September 1, 2002.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(9) |  | Includes 7,500 shares issuable upon exercise of options vesting within 60 days of September 1, 2002.
|--- |  | ----------------------------------------------------------------------------------------------------

|(10) |  | Includes 366,000 shares issuable upon conversion of warrants vesting within 60 days of September 1, 2002.
|---- |  | ---------------------------------------------------------------------------------------------------------




ITEM 12.    
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS





The following are transactions within
the past two years between the Company and its officers, directors or certain security holders:





Brent Nelson, a
director of our company from December 1998 until October 2001, is the President of Northwest Capital Partners, LLC. On December 15, 1998, we entered into a Consulting Agreement under which Northwest agreed to advise us financially and assist us in
arranging financing for our business operations. On September 12, 2002, we entered into an agreement resolving claims asserted under the Consulting Agreement whereby we agreed to issue 500,000 shares of common stock, having a fair market value of
$225,000 as of the date the agreement was executed, and a release of all claims under the Consulting Agreement.







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##### Table of Contents

In April 1999, we granted each of our then serving directors an option to purchase 100,000 shares of our common stock
under our 1999 Stock Option Plan, at a price of $2.50 per share, all vesting immediately, and expiring March 31, 2002.





Paul J. Crowe, the CEO and a director of our company, is the Chairman, a director and majority shareholder of the London Radiosurgical Centre Ltd. (LRC). LRC provided office space and administrative support, under normal
commercial terms to certain of the Companys subsidiaries in London, England. The Company paid LRC approximately $211,612 during the fiscal year ended June 30, 2002 and $228,637 during the fiscal year ended June 30, 2001 and office space and
administrative expense was approximately $320,861 and $240,791 during the years ended June 30, 2002 and 2001, respectively. The Company has also advanced to LRC, without interest, $0 during the fiscal year ended June 30, 2002 and $500 during the
fiscal year ended June 30, 2001. These advances are covered by a continuing corporate and personal guarantee. There is a balance due from LRC in the amount of $129,317 and $238,566 at June 30, 2002 and 2001, respectively. The Companys London
operations were sold in July 2002.





The Company entered into a Memorandum of Agreement effective as of June 1,
1999 restructuring an 8% interest in a subordinated equity participation in LRC. The market value of the subordinated equity participation is not readily determinable, and is recorded at cost in the amount of $200,000. The original agreement
provided for distributions of cash, if any, including interest at a rate of 15% per annum, up to the amount of the investment plus accrued interest, after which the Company was to receive its proportionate share of 60% of net distributable income.
According to the terms of the participation agreement, net income available for distribution is equal to net income less equipment financing payments, operating expenses, reserve capital and taxes. The Memorandum of Agreement provides for a
distribution to the Company of 8.42% of LRCs net distributable cash flow, until a total of $210,573 has been distributed and then the distribution of 5.05% of net distributable cash flow, subject to future dilution. The Memorandum of Agreement
stopped the accrual of interest at June 1, 1999. At the date of the Memorandum of Agreement, the Company canceled $47,447 of accrued interest from the original investment and at September 30, 2002, accrued interest on the investment was $10,573. Mr.
Crowe personally guarantees the investment.





On or about January 1, 2000 we granted Mr. Bush an option under our
1999 Stock Option Plan to purchase 100,000 of our common shares at a price of $2.50 per share, all vesting immediately, and expiring December 30, 2002. This grant was made in return for his agreeing to serve as a director.





K. Ivan F. Gothner was a director of the Company between May 2000 and October 2001. He is also the managing director of Adirondack
Capital, LLC, a private merchant banking firm. In November 1999, we entered into an agreement with Adirondack Capital, LLC in connection with its role as a financial advisor to us. As compensation for services rendered by Adirondack, we agreed to
pay Adirondack a monthly cash retainer of $3,000. In addition, we issued to Adirondack, or its designee, a warrant to purchase 50,000 shares of our common stock. The warrant expires on December 31, 2006 and has an exercise price of $2.00 per share.
This warrant was cancelled in October 2001. In March 2000, Adirondack was paid $300,000 as a fee relating to the placement of the Series A Convertible Preferred Stock. In addition, Adirondack, or its designee, was issued a warrant to purchase
300,000 shares of our Common Stock at a price of $3.00 per share. This warrant was cancelled in October 2001. On October 12, 2001, the Company entered into a Mutual General Release with Mr. Gothner and Adirondack providing for: (i) a mutual
general release, except for the Companys continued obligation to indemnify Mr. Gothner from claims or liabilities arising from his service as a director, provided such acts were within the scope of, and did not conflict with, his duties and
responsibilities as a director; (ii) payment by us to Mr. Gothner of $2,340 to reimburse him for expenses; (iii) delivery of a promissory note by us to Adirondack in the principal amount of $253,050, bearing no interest, payable $14,000 per
month commencing October 15, 2001; and (iv) cancellation of all Adirondacks rights to acquire stock in the Company by way of options, warrants or otherwise. Mr. Gothner also resigned as a director of the Company effective immediately.







10




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On August 23, 2000, Robert Bush loaned the Company $200,000 at a rate of eight percent (8%) per year, evidenced by a
subordinated note. This loan was renegotiated and under the terms of the new loan, dated October 11, 2000, it became an eight percent (8%) loan in the amount of $200,000 due on or before December 11, 2000. This loans due date has
been extended several times. On March 23, 2001 the Company issued Mr. Bush a warrant to purchase 50,000 shares of common stock at a price of $0.44 per share, expiring August 31, 2003 in connection with one of these extensions. The note was
extended again in December, 2001. In consideration for this extension we issued Mr. Bush a warrant to purchase 35,000 shares of common stock at a price of $0.50 per share, expiring December 1, 2004. In December 2001 we also issued Mr. Bush a warrant
to purchase 40,640 shares of common stock at a price of $0.50 per share, expiring December 1, 2004, in lieu of accrued interest on this note. In January 2002, we began repaying the note $10,000.00 per month.





On October 19, 2000, Thomas G. Brown provided the Company with an eight percent (8%) loan in the amount of $100,000, which was due on or
before November 30, 2000. In connection with this loan the Company issued Mr. Brown a warrant to purchase 25,000 shares of common stock at a price of $2.50 per share, expiring August 31, 2003. On March 23, 2001 this loans due date was extended
to June 1, 2001. The Company issued an additional warrant to purchase 25,000 shares of common stock at a price of $0.44 per share, expiring August 31, 2003, to Mr. Brown in connection with this extension. On September 12, 2001, Mr. Brown filed
suit against the Company in the Superior Court of the State of California (County of Orange) for damages for default in the repayment of this promissory note and certain other claims. On October 12, 2001, the Company entered into a General Release
with Mr. Brown providing for: (i) a mutual general release, except for (a) Mr. Browns continued liability for acts or omissions conflicting with or outside his duties and responsibilities to the Company or otherwise constituting a breach of
his fiduciary relationship with the Company and (b) the Companys obligation to pay certain charge card accounts maintained in Mr. Browns name to be used for Company expenses, and to indemnify, defend and hold harmless Mr. Brown for
claims or liabilities relating thereto; (ii) cancellation by Mr. Brown of the original $100,000 promissory note; (iii) delivery of a second promissory note by us to Mr. Brown in the principal amount of $100,000, bearing 8% interest, payable
$10,000 per month commencing November 1, 2001; (iv) payment by us on October 8, 2001 of $27,715.10 representing a principal payment of $20,000 and accrued interest in the amount of $7,715.10; (v) payment by us of $6,194.02 for the balance due under
Mr. Browns Consulting Agreement dated April 1, 1999; (vi) cancellation of all of Mr. Browns rights to acquire stock in the Company by way of options (Mr. Browns existing warrants remain in force); and (vii) Mr. Browns
assignment to Neurotechnologies International, Inc. of his entire ownership interest in Neurotechnologies International, Inc. Paul Crowe is currently President and CEO of NeuroTechnologies International, Inc. Mr. Brown also resigned as a director
and officer of the Company and all its affiliates, Neurotechnologies International, Inc. and all its affiliates and The London Radiosurgical Centre Ltd. and all its affiliates, effective immediately.





On or about January 12, 2001, Paul J. Crowe loaned the Company $25,000 at a rate of eight percent (8%) per year, evidenced by a promissory
note with a due date of March 12, 2001. In connection with this loan the Company issued Mr. Crowe a warrant to purchase 5,000 shares of common stock at $1.05 per share, expiring January 12, 2004. This note was extended on March 23, 2001 and became
due June 30, 2001. The Company issued Mr. Crowe a warrant to purchase 5,000 additional shares of common stock at $0.44 per share, expiring January 12, 2004 in connection with this extension. The note was extended several more times without the
issuance of additional warrants and was repaid on December 6, 2001.





On or about January 17, 2001, Paul J. Crowe
loaned the Company $150,000 at a rate of eight percent (8%) per year, evidenced by a promissory note with a due date of March 17, 2001. In connection with this loan we issued Mr. Crowe a warrant to purchase 35,000 shares of common stock at $0.88 per
share, expiring January 17, 2004. This note was extended on March 23, 2001 and became due June 30, 2001. The Company issued Mr. Crowe a warrant to purchase 35,000 additional shares of common stock at $0.44 per share, expiring January 17,
2004 in connection with this extension. The note has been extended several more times without issuance of additional warrants. On January 30, 2002 we also issued Mr. Crowe a warrant to purchase 24,450 shares of common stock at a price of $0.50 per
share, expiring December 1, 2004, in lieu of accrued interest on this note. This note is now due September 1, 2002.




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##### Table of Contents




On January 30, 2002 the Board of Directors voted to grant Paul Crowe, Robert
Bush, Dr. Axel Steudle, Jeffrey Rush, M.D. and Robert Rohe (all the members of the Board of Directors) each an option to purchase 100,000 shares of common stock under our 1999 Stock Option Plan. Each of these options will vest 1/12thon the first of each month, commencing June 1, 2002, and is exercisable at a price of $0.62 per share. These options will expire five years from the date of grant. The options were granted as consideration for
serving as a member of the Board of Directors. Each director abstained from voting as to the grant to that director.





At the April 5, 2002 meeting of the board of directors, effective March 22, 2002, the Company approved the issuance to Mr. Crowe of a warrant to purchase 1,366,510 shares of common stock at a price of $0.58 per share, exercisable at
any time before March 22, 2005. This warrant was issued in consideration for his continuing guarantee of certain Company obligations.





On June 6, 2002, Paul J. Crowe loaned the Company $77,600, bearing interest at a rate of 8% per annum, evidenced by a promissory note payable upon demand.





On June 11, 2002, we issued to Dr. Conti warrants to purchase 69,000 shares of our common stock at a price of $0.58 per share. These warrants are immediately exercisable
and will expire in five years. They were issued in connection with grants to our Medical Advisory Board.





Also, on
or about June 11, 2002, in consideration for renewal of a loan to the Company, we issued to Mr. Crowe a warrant to purchase 26,305 shares of common stock at a price of $0.59 per share. These warrants are immediately exercisable and will expire
in five years.





On July 31, 2002, we sold 10,000,000 shares of common stock and warrants to purchase 3,000,000
Common Shares, all for a price of $6,000,000, pursuant to a Securities Purchase Agreement dated July 12, 2002 by and between Mobile PET, Ivan Bradbury and Integrated Healthcare Management, S.A., a Luxembourg company. The warrants are exercisable at
any time until July 31, 2007 at a price of $0.448 per share (representing 80% of the average closing price of Common Shares for the 5 trading days before the closing date of July 31, 2002). Mr. Bradbury, as purchaser under the Securities Purchase
Agreement, assigned his rights to Dragon Nominees Limited (Dragon), a company organized under the laws of England and Wales. Registration rights for the common shares sold and issuable upon exercise of the warrant were also granted.





Also on July 31, 2002, we sold 1,250,000 common shares and warrants to purchase 375,000 common shares to Bernd
Steudle. We received $750,000 in connection with this transaction, $500,000 of which had been previously advanced. That previous advance was restricted for use in connection with the redemption of our preferred stock, and was required to be returned
if not so used, and this part of the transaction also resulted in modifying the terms of a previous sale of common shares and warrants for that portion of the consideration previously advanced. The warrants sold in this transaction are exercisable
at any time until July 31, 2007 at a price of $0.448 per share (representing 80% of the average closing price of Common Shares for the 5 trading days before the closing date of July 31, 2002). Registration rights for the common shares sold and
issuable upon exercise of the warrant were also granted.





Also on July 31, 2002, we entered into and consummated a
Redemption Agreement with York, LLC to redeem all of our outstanding Series A and Series B 8% Cumulative Convertible Redeemable Preferred Stock. Prior to this redemption York, LLC held 100% of our outstanding Series A and Series B Cumulative
Convertible Redeemable Preferred Stock. We paid $3,784,071.97 to York, LLC in connection with this redemption ($500,000 of which had previously been advanced). As a result, we have no preferred stock outstanding. As part of this transaction we
agreed to re-price certain existing warrants held by York, LLC to purchase 199,851 common shares. Before re-pricing, these warrants had exercise prices varying between $5.00 per share to $2.5125 per share and expire in February, September and
November of 2005. After the re-pricing such warrants may be exercised for $1.00 per share. No change was made in the expiration date of these warrants.





On July 1, 2002, we entered into an employment agreement with Thomas H. Insley pursuant to which he became our Chief Financial Officer. Pursuant to the terms of that agreement, we agreed to grant Mr.
Insley a warrant to purchase 1,000,000 common shares at a price of $0.60 per share. This warrant will vest at a rate of 16,667 shares per month, commencing August 1, 2002. The warrant will be exercisable until July 1, 2008.




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I
TEM 
13.

EXHIBITS AND REPORTS ON FORM 8-K





(a)  Listing of Exhibits





The following exhibits are included as part of this Form 10-KSB, except those exhibits marked as having previously been filed with the
Securities and Exchange Commission and which are incorporated by reference to another registration statement, report or document. References to the Company in this Exhibit List mean Mobile PET Systems, Inc., a Delaware corporation.





Exhibit No.

Description

Reference3.1

Certificate of Incorporation, as amended

(2
)3.2

Amended and Restated Bylaws

(1
)3.3

Certificate of Designation of Series A Convertible Preferred Stock

(3
)3.4

Certificate of Designation of Series B Convertible Preferred Stock

(8
)10.1

Equipment Lease No. 4125 with Finova Capital Corporation; Addendum I to Equipment Lease No. 4125; Addendum Nos. One
and Two to Lease Schedule No. 4125.01

(1
)10.2

Security Agreement with Finova Capital Corporation

(1
)10.3

Common Stock Purchase Warrant with Finova Capital Corporation

(1
)10.4

Continuing Personal Guaranty between Paul J. Crowe and Finova Capital Corporation

(1
)10.5

Collateral Assignment of Agreements by the Company to Finova Capital Corporation

(1
)10.6

Subordination Agreement with Finova Capital Corporation

(1
)10.8

Form of Positron Emission Tomography Mobile Services Agreement

(1
)10.9

Promissory Note with The London Radiosurgical Centre, Ltd.

(1
)10.10

Letter Agreement with The London Radiosurgical Centre, Ltd.

(1
)10.11

Employment Agreement with Mr. Crowe

(1
)10.12

Employment Agreement with Mr. Corlett, as amended

(1
)10.14

Consulting Agreement with Northwest Capital Partners, LLC

(1
)10.15

Consulting Agreement with Michael Baybak and Company, Inc.

(1
)10.16

Consultancy Agreement with Dr. Piers Nicholas Plowman

(1
)10.17

1999 Stock Option Plan

(10
)10.18

Securities Purchase Agreement with York LLC

(4
)10.19

Sale/Leaseback Agreements with Finova Capital CorporationLease Schedule No. 4125.01

(5
)10.20

Sale/Leaseback Agreements with Finova Capital CorporationLease Schedule No. 4125.02; Addendum No. One to
Lease Schedule No. 4125.02; Bill of Sale for one Calumet Coach

(4
)10.21

Sale/Leaseback Agreements with Finova Capital CorporationLease Schedule No. 4125.02A; Lease Schedule No.
4125.02B; Addendum No. One to Lease Schedule No. 4125.02B

(5
)10.22

Sale/Leaseback Agreements with Finova Capital CorporationAmendment No. One to Lease Schedule No. 4125; Lease
Schedule No. 4125.03A; Amendment No. One to Lease Schedule No. 4125.03A; Lease Schedule No. 4125.03B; Amendment No. One to Lease Schedule No. 4125.03B

(6
)10.23

Sale/Leaseback Agreements with Finova Capital CorporationAddendum No. One to Lease Schedule No.
4125.03B

(7
)10.24

Master Hire Purchase Agreement between IGE Medical Services Limited and the Company

(5
)10.26

Sales Office Sublease between Twenty-Five-Forty, LLC and the Company

(8
)




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##### Table of Contents

Exhibit No.

Description

Reference10.27

Agreements between GE Healthcare Financial Services and the CompanyMaster Masterline (coach); Master Leaseline
(scanner)

(8
)10.28

Positron Emission Tomography Mobile Services Agreement between the Company and Salem Hospital; First and Second
Amendments

(8
)10.29

PET Imaging Services Agreement with Redwood Regional Medical Group; Amendment

(8
)10.30

Purchase Agreement between York LLC and the Company dated September 21, 2000

(8
)10.31

Common Stock Purchase Warrant between York LLC and the Company dated September 21, 2000

(8
)10.32

Form of Corporate and Personal Guaranty of NeuroTechnologies International, Inc. and Paul Crowe, respectively, for
the debt of London Radiosurgical Centres, Ltd. to the Company dated July 1, 2000

(8
)10.33

Strategic Partnership Agreement dated December 19, 2000 between 43 GE Medical Systems, a division of General Electric
Company, and Mobile PET Systems, Inc.

(9
)10.34

Consulting Agreement effective as of September 21, 2001, between Mobile PET Systems, Inc. and American Financial
Communications, Inc.

(11
)10.35

Share Purchase Agreement dated 12 July 2002 by and between Mobile PET Systems, Inc, Integrated Healthcare Management
S.A. and Paul Crowe for the sale of The London P.E.T. Centre Limited and Mobile P.E.T. Leasing Limited

(12
)10.36

Securities Purchase Agreement, dated July 12, 2002 by and between Mobile PET Systems, Inc., Ivan Bradbury and
Integrated Healthcare Management S.A.

(12
)10.37

Warrant Agreement dated July 31, 2002, to Dragon Nominees Limited to purchase 3,000,000 shares of common stock at
$0.448 per share

(12
)10.38

Registration Rights Agreement dated July 31, 2002, by and between Mobile PET Systems, Inc. and Dragon Nominees
Limited

(12
)10.39

Stock Purchase Agreement, dated July 15, 2002, by and between Mobile PET Systems, Inc. and Bernd Steudle

(12
)10.40

Warrant Agreement to Bank J. Vontobel & Sons, AG to purchase 375,000 shares of common stock at $0.448 per
share.

(12
)10.41

Registration Rights Agreement dated July 31, 2002 by and between Mobile PET Systems, Inc. and Bernd
Steudle

(12
)10.42

Redemption Agreement dated July 31, 2002 by and between Mobile PET Systems, Inc. and York, LLC

(12
)10.43

Common Stock Purchase Warrant, dated March 22, 2002 by and between Mobile PET Systems, Inc. and Paul Crowe, to
purchase 1,366,510 shares of common stock at $0.35 per share

(13
)10.44

Employment Agreement dated July 1, 2002 by and between Mobile PET Systems, Inc. and Thomas H. Insley

(13
)10.45

Form of Common Stock Purchase Warrant issued by Company prior to June 30, 2002 for compensation or
otherwise

(13
)21

Subsidiaries of the Registrant

(13
)


---

|(1) |  | Previously filed as an Exhibit to the Companys Form 10SB filed with the Securities and Exchange Commission on October 19, 1999.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

|(2) |  | Previously filed as an Exhibit to the Companys Form 10SB, Amendment No. 1, filed with the Securities and Exchange Commission on February 9, 2000.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | Previously filed as an Exhibit to the Companys Form 10SB, Amendment No. 2, filed with the Securities and Exchange Commission on March 16, 2000.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------

|(4) |  | Previously filed as an Exhibit to the Companys Form 10-QSB, Amendment No. 1, for the period ended December 31, 1999, filed with the Securities and
Exchange Commission on March 16, 2000.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) |  | Previously filed as an Exhibit to the Companys Form 10-QSB for the period ended March 31, 2000, filed with the Securities and Exchange Commission on May
22, 2000.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) |  | Previously filed as an Exhibit to the Companys Form 10-QSB, Amendment No. 3, for the period ended December 31, 1999, filed with the Securities and
Exchange Commission on May 31, 2000.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) |  | Previously filed as an Exhibit to the Companys Form 10-QSB, Amendment No. 1, for the period ended March 31, 2000, filed with the Securities and Exchange
Commission on May 31, 2000.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) |  | Previously filed as an Exhibit to the Companys Form 10-KSB for the fiscal year ended June 30, 2000, filed with the SEC on October 11, 2000.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------

|(9) |  | Previously filed as an Exhibit to the Companys Form 10-QSB, for the period ended March 31, 2001, filed with the SEC on May 23, 2001.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------

|(10) |  | Previously filed as an Exhibit to the Companys Form 10SB, filed with the Securities and Exchange Commission on October 19, 1999, and subsequently amended
by vote of the shareholders, held April 6, 2001, as reported on the Companys Form 10-QSB for the period ended March 31, 2001, filed with the SEC on May 23, 2001.
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(11) |  | Previously filed as an Exhibit to the Companys Form 10-KSB for the fiscal year ended June 30, 2001, filed with the SEC on October 15, 2001.
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------

|(12) |  | Previously filed as an Exhibit to the Companys Form 8-K, filed with the Securities and Exchange Commission on August 6, 2002.
|---- |  | ------------------------------------------------------------------------------------------------------------------------------

|(13) |  | Previously filed as an Exhibit to the Companys Form 10-KSB, filed with the Securities and Exchange Commission on September 27, 2002.
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------




(b)  Reports On Form 8-K





Form 8-K filed with the Securities and Exchange Commission on April 10, 2002, covering a press release announcing revenues for the quarter ending March 31, 2002.





Form 8-K filed with the Securities and Exchange Commission on July 26, 2002, and Amendment No. 1 to the same,
filed with the Securities and Exchange Commission on July 31, 2002, covering the sale of the Companys London, England subsidiaries.





Form 8-K filed with the Securities and Exchange Commission on August 6, 2002, covering (i) the sale of 10,000,000 common shares and warrants to purchase 3,000,000 common shares, (ii) the sale of 1,250,000 common shares
and warrants to purchase 375,000 common shares, and (iii) the redemption of all outstanding preferred shares.




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##### Table of Contents

SIGNATURES





In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





MOBILE PET SYSTEMS, INC., a Delaware corporationBy:

/s/    PAUL J.
CROWEName:    Paul J. CroweTitle:    President and Chief Executive OfficerDate: October 28, 2002





In accordance with Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and on the dates indicated.





/s/    PAUL J. CROWEName:    Paul J. CroweTitle:    President, Chief Executive Officer and DirectorDate: October 28, 2002/s/    AXEL STEUDLEName:    Axel SteudleTitle:    DirectorDate: October 28, 2002/s/    THOMAS H. INSLEYName:    Thomas H. InsleyTitle:    Director, Chief Financial Officer and SecretaryDate: October 28, 2002/s/    ALBERT F. HAUSSENERName:    Albert F. HaussenerTitle:    DirectorDate: October 28, 2002/s/    PETER S. CONTIName:    Peter S. Conti, M.D., Ph.DTitle:    DirectorDate: October 28, 2002







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##### Table of Contents

CERTIFICATIONS





1.    Chief Executive Officer





I, Paul J. Crowe, certify that:





| | 1. |  | I have reviewed this Amendment No. 1 to the annual report on Form 10-KSB of Mobile PET Systems, Inc.;
| | -- |  | -----------------------------------------------------------------------------------------------------




| | 2. |  | Based on my knowledge, this Amendment No. 1 to the annual report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Amendment No. 1 to the annual report;
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | 3. |  | Based on my knowledge, the financial statements, and other financial information included in this Amendment No. 1 to the annual report, fairly present in all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Amendment No. 1 to the annual report.
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




Dated: October 28, 2002



/s/    PAUL J.
CROWEPaul J. Crowe Chief Executive Officer





2.    Chief Financial Officer





I, Thomas H. Insley, certify that:





| | 1. |  | I have reviewed this Amendment No. 1 to the annual report on Form 10-KSB of Mobile PET Systems, Inc.;
| | -- |  | -----------------------------------------------------------------------------------------------------




| | 2. |  | Based on my knowledge, this Amendment No. 1 to the annual report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Amendment No. 1 to the annual report;
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | 3. |  | Based on my knowledge, the financial statements, and other financial information included in this Amendment No. 1 to the annual report, fairly present in all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Amendment No. 1 to the annual report.
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




Dated: October 28, 2002



/s/    THOMAS H.
INSLEYThomas H. Insley Chief Financial Officer




17