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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, DC, 20549

FORM 10-K/A
(Amendment No. 1 to Form 10-K)

|(Mark One)                                   |                                                                                         
|-------------------------------------------- | ----------------------------------------------------------------------------------------
|ý                                            | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|For the fiscal year ended September 30, 2002
|or                                          
|o                                            | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|For the transition period from  to          

Commission File Number 0-19632

4-D NEUROIMAGING(Exact name of registrant as specified in its charter)

|California(State or other jurisdiction of incorporation or organization)                      |  | 95-2647755(IRS Employer Identification Number)
|--------------------------------------------------------------------------------------------- |  | ----------------------------------------------
|9727 Pacific Heights Boulevard, San Diego, California(Address of principal executive offices) |  | 92121-3719(zip code)                          
|(858) 453-6300(Registrant's telephone number, including area code)                           

Securities
registered pursuant to Section 12(b) of the Act: None

Securities
registered pursuant to Section 12(g) of the Act: Common Stock, No Par Value Per Share

Indicate
by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 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 ý    No o

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not 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-K or any amendment to this
Form 10-K. o

Indicate
by check mark whether the registrant is an accelerated filer (as defined in Exchange Act
Rule 12b-2). Yes o    No ý

The
aggregate market value of the voting stock (which consists solely of shares of common stock) held by non-affiliates of the registrant as of March 28, 2002 was
$4,987,731 based on the closing price on that date on the Nasdaq Over the Counter Bulletin Board. Shares of common stock held by each officer, director and holder of 10% or more of the outstanding
common stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

The
number of shares outstanding of the registrant's common stock, no par value, as of January 3, 2003 was 220,338,589 shares.

DOCUMENTS INCORPORATED BY REFERENCE

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The registrant hereby files this report on Form 10-K/A to amend its Annual Report on Form 10-K for the year ended September 30, 2002 to amend
Part IV, Item 15 to include the Annual Report of the Biomagnetic Technologies, Inc. 1992 Employee Stock Purcahse Plan as Exhibit 99.1, the Consent of Swenson Advisors, LLP as
Exhibit 23.1 and Certification of Chief Executive Officer and Principal Financial Officer as Exhibit 99.2. No other items in the registant's Annual Report Form 10-K
for the ended September 30, 2002 are amended.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.



Reports of Independent Accountants

35Consolidated Balance Sheets at September 30, 2002 and 2001

37Consolidated Statements of Operations for the three years ended September 30, 2002

38Consolidated Statements of Shareholders' Equity (Deficit) for the three years ended September 30, 2002

39Consolidated Statements of Cash Flows for the three years ended September 30, 2002

40Notes to Consolidated Financial Statements

41








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|Exhibit No. |  | Description of Document                                                                                                                                                                                                                                                                                                                                                                                  
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1         |  | Sixth Amended and Restated Articles of Incorporation
This exhibit was previously filed as part of, and is hereby incorporated by reference to, Exhibit 3.1 in the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2002, filed with the SEC on May 15,
2002.                                                                                                                       
|3.2         |  | Restated By-Laws
This exhibit was previously filed as part of, and is hereby incorporated by reference to, Exhibit 3.2 in the Registration Statement filed pursuant to the Securities Act of 1933 on Form S-1 Registration Statement No. 33-29095, filed
June 7, 1989, as amended by Amendment No. 1, filed June 13, 1989, Amendment No. 2, filed July 21, 1989 and Amendment No. 3, filed July 28, 1989.
|10.1        |  | Loan Agreement dated June 28, 2000 between 4-D and BDN, a company based in Spain.
This exhibit was previously filed as part of, and is hereby incorporated by reference to, Exhibit 10.1 in the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2000, filed with the SEC on August 14,
2000.                                                                                       
|10.2        |  | Loan Agreement dated June 28, 2000 between 4-D and BDN, a company based in Spain.
This exhibit was previously filed as part of, and is hereby incorporated by reference to, Exhibit 10.2 in the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2000, filed with the SEC on August 14,
2000.                                                                                       
|10.3        |  | The Company's 1997 Stock Option Plan, as amended.
This exhibit was previously filed as part of, and is hereby incorporated by reference to, the appendix of the Proxy Statement filed pursuant to Section 14(a) of the Securities Exchange Act of 1934 on Schedule 14A dated January 18, 2002
filed on January 22, 2002.                                                                                 
|10.4        |  | The Company's 1987 Stock Option Plan, as amended.
This exhibit was previously filed as part of, and is hereby incorporated by reference to, Exhibit 10.6 in the Fiscal 1992 Form 10-K.                                                                                                                                                                                                                   
|10.5        |  | Form of Incentive Stock Option and related exercise documents.
This exhibit was previously filed as part of, and is hereby incorporated by reference to, Exhibit 10.7 in the Fiscal 1992 Form 10-K.                                                                                                                                                                                                      
|10.6        |  | The Company's 2002 Employee Stock Purchase Plan.
This exhibit was previously filed as part of, and is hereby incorporated by reference to, the appendix of the Proxy Statement filed pursuant to Section 14(a) of the Securities Exchange Act of 1934 on Schedule 14A dated January 18, 2002
filed on January 22, 2002.                                                                                  
|10.7        |  | Form of Common Stock Purchase Agreement.
This exhibit was previously filed as part of, and is hereby incorporated by reference to, Exhibit 99.1 in our current report on Form 8-K filed on May 11, 2001, as subsequently amended.                                                                                                                                                                        
|10.8        |  | Letter Agreement dated on or about April 25, 2001 between 4-D and AIG Private Bank, Ltd.
This exhibit was previously filed as part of, and is hereby incorporated by reference to, Exhibit 99.2 in our current report on Form 8-K filed on May 11, 2001, as subsequently amended.                                                                                                                        
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                          

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|10.9  |  | Amendment to Loan Agreement dated on or about April 26, 2001 between 4-D and AIG Private Bank, Ltd.
This exhibit was previously filed as part of, and is hereby incorporated by reference to, Exhibit 99.3 in our current report on Form 8-K filed on May 11, 2001, as subsequently amended.                                                                                                                                                                          
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.10 |  | Full Cancellation of Indebtedness effective as of April 26, 2001 between 4-D and Swisspartners Investment Network Ltd.
This exhibit was previously filed as part of, and is hereby incorporated by reference to, Exhibit 99.4 in our current report on Form 8-K filed on May 11, 2001, as subsequently amended.                                                                                                                                                       
|10.11 |  | Full Cancellation of Indebtedness effective as of April 26, 2001 between 4-D and Swisspartners Investment Network Ltd.
This exhibit was previously filed as part of, and is hereby incorporated by reference to, Exhibit 99.5 in our current report on Form 8-K filed on May 11, 2001, as subsequently amended.                                                                                                                                                       
|10.12 |  | Full Cancellation of Indebtedness effective as of April 26, 2001 between 4-D and MATRUST, S.L.
This exhibit was previously filed as part of, and is hereby incorporated by reference to, Exhibit 99.6 in our current report on Form 8-K filed on May 11, 2001, as subsequently amended.                                                                                                                                                                               
|10.13 |  | Full Cancellation of Indebtedness effective as of April 26, 2001 between 4-D and International Sequoia Investments Limited.
This exhibit was previously filed as part of, and is hereby incorporated by reference to, Exhibit 99.7 in our current report on Form 8-K filed on May 11, 2001, as subsequently amended.                                                                                                                                                  
|10.14 |  | Full Cancellation of Indebtedness effective as of April 26, 2001 between 4-D and Amaldos, S.A.
This exhibit was previously filed as part of, and is hereby incorporated by reference to, Exhibit 99.8 in our current report on Form 8-K/A filed on June 20, 2001, as subsequently amended.                                                                                                                                                                            
|10.15 |  | Real Estate Lease, dated April 3, 1989, between the Company and Cornerstone Income Properties, plus First and Second Amendments to the Real Estate Lease.
This exhibit was previously filed as part of, and is hereby incorporated by reference to, Exhibit 10.58 in the Registration Statement filed pursuant to the Securities Act of 1933 on Form S-1, Registration Statement No. 33-46758, filed
March 26, 1992, as amended by Amendment No. 1, filed May 8, 1992.
|10.16 |  | Form of Purchase Option Agreement, as amended.
This exhibit was previously filed as part of, and is hereby incorporated by reference to, Exhibit 10.64 in the Registration Statement filed pursuant to the Securities Act of 1933 on Form S-1, Registration Statement No. 33-81294, filed
July 8, 1994.                                                                                                                                                               
|10.17 |  | Joint Venture Agreement with Magnesensors.
This exhibit was previously filed as part of, and is hereby incorporated by reference to, Exhibit 10.77 in Fiscal 1998 Form 10-K.                                                                                                                                                                                                                                                                                          
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

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|10.18 |  | Real estate lease dated March 3, 2000 between Neuromag Oy and Instrumentarium and an English language summary of such lease.
This exhibit was previously filed as part of, and is hereby incorporated by reference to, Exhibit 10.78 in Fiscal 2000 Form 10-K.                                                      
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.19 |  | Consultancy Agreement between Felipe Fernandez Atela and 4-D dated April 2, 2001.
This exhibit was previously filed as part of, and is hereby incorporated by reference to, Exhibit 10.79 in Fiscal 2001 Form 10-K.                                                                                                 
|10.20 |  | Form of Common Stock Purchase Agreement.
This exhibit was previously filed as part of, and is hereby incorporated by reference to, Exhibit 10.1 in the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2002, filed with the SEC on May 15,
2002.                                             
|10.21 |  | Elekta Agreement dated February 1, 2002 (with certain confidential portions omitted).
This exhibit was previously filed as part of, and is hereby incorporated by reference to, Exhibit 10.2 in the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2002, filed with the SEC on May 15,
2002.
|10.23 |  | Description of Purchase of Services of Dr. Galleon Graetz
This exhibit was previously filed as part of, and is hereby incorporated by reference to, Exhibit 10.23 in Fiscal 2002 Form 10-K.                                                                                                                         
|23    |  | Consent of Swenson Advisors, LLP
This exhibit was previously filed as part of, and is hereby incorporated by reference to, Exhibit 23 in Fiscal 2002 Form 10-K.                                                                                                                                                     
|23.1  |  | Consent of Swenson Advisors, LLP                                                                                                                                                                                                                                                                                    
|24    |  | Certified Power of Attorney
This exhibit was previously filed as part of, and is hereby incorporated by reference to, Exhibit 24 in Fiscal 2002 Form 10-K.                                                                                                                                                          
|99    |  | Section 906 Certification of Chief Executive Officer and Principal Financial Officer
This exhibit was previously filed as part of, and is hereby incorporated by reference to, Exhibit 99 in Fiscal 2002 Form 10-K.                                                                                                 
|99.1  |  | Annual Report of the Biomagnetic Technologies, Inc. 1992 Employee
Stock Purchase Plan                                                                                                                                                                                                                               
|99.2  |  | Section 906 Certification of Chief Executive Officer and Principal Financial Officer                                                                                                                                                                                                                                

Supplemental Information

Proxy materials have not been sent to shareholders as of the date of this report. The Proxy materials will be furnished to our shareholders subsequent to the
filing of this report and we will furnish such material to the SEC at that time.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

4-D
NEUROIMAGING

|By |  | /s/D. SCOTT BUCHANAND. Scott Buchanan
President, Chief Executive Officer, Principal Financial Officer |  | January 17, 2003Date
|-- |  | ----------------------------------------------------------------------------------------------------- |  | --------------------
|By |  | /s/REYNALDO G. LONTOKReynaldo G. Lontok
Controller                                                    |  | January 17, 2003Date

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CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO §906 OF THE SARBANES-OXLEY ACT OF 2002

I,
D. Scott Buchanan, certify that:





Date:
January 17, 2003

|/s/ D. Scott BuchananD. Scott Buchanan
Chief Executive Officer and
Principal Financial Officer |  | 
|---------------------------------------------------------------------------------------------- |  | 

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