UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
1MAGE SOFTWARE, INC.
(Name of Issuer)
Common Stock, $.004 par value)
(Title of Class of Securities)
45244 M 102
(CUSIP Number)
S. Lee Terry, Jr.
Gorsuch Kirgis LLP
Tower I, Suite 1000
1515 Arapahoe Street
Denver, Colorado 80202
(303) 376-5000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and
is filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
CUSIP No. 45244 M 102
1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
John G. Mazza
2) Check the Appropriate Box if a Member of a Group*
(a)
(b)
3) SEC USE ONLY
4) Source of Funds
PF
5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)[ ]
6) Citizenship or Place of Organization
U.S.
Number of Shares 7) Sole Voting Power 302,937
Beneficially Owned 8) Shared Voting Power 0
By Each Reporting 9) Sole Dispositive Power 302,937
Person With 10) Shares Dispositive
Power 0
11) Aggregate Amount Beneficially Owned by Each Reporting Person
302,937
12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13) Percent of Class Represented by Amount in Row (11)
11.5%
14) Type of Reporting Person
IN
SCHEDULE 13D
AMENDMENT NO. 3
JOHN G. MAZZA
Item 1 Security and Issuer
$.004 par value Common Stock ("the Shares") of 1mage Software, Inc.
(the "Company"), 6025 S. Quebec Street, Suite 300, Englewood,
Colorado 80111
Item 2 Identity and Background
(a) Name: John G. Mazza
(b) Business 1250 Fourth Street
Address: Santa Monica, California 90401
(c) Principal
Occupation: Registered Representative
Drake Capital
1250 Fourth Street
Santa Monica, California 90401
(d) Criminal Proceedings: None
(e) Civil Proceedings: None
(f) Citizenship: U.S.
Item 3. Source and Amount of Funds or Other Consideration
As of December 31, 1999, Mr. Mazza had made two additional purchases
of 17,700 Shares with personal funds and had earned additional
interest on two promissory notes issued by the Company which were
convertible into Shares which were not reflected in his last
Amendment. (See Item 5)
Item 4. Purpose of Transaction
The Shares were acquired for investment purposes.
(a) None.
(b) None.
(c) None.
(d) None.
(e) None.
(f) None.
(g) None.
(h) None.
(i) None.
(j) None.
Item 5. Interest in Securities of the Issuer
(a) 302,937 Shares of Common Stock (11.5%) beneficially owned (based
on 2,642,493 Shares outstanding on December 31, 1999).
(b) Number of Shares as to which there is sole power to vote -
302,937; shared power to direct the vote - 0; sole power to direct
the disposition - 302,937; shared power to direct the disposition -
0.
(c) Mr. Mazza purchased 7,500 Shares at $.75 per Share on November
9, 1999 and 10,200 Shares at $.70 per Share on November 17, 1999.
On March 31, 1999, he converted his convertible promissory note
issued by the Company, with a face value of $25,000, into 51,251
Shares which included interest accrued to date. On December 31,
1999, Mr. Mazza converted his other convertible promissory note
issued by the Company, with a face value of $50,000, into 111,986
Shares which included interest accrued to date.
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
None.
Item 7. Material to be filed as Exhibits
None.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
Date: February 9, 2000 /s/John G. Mazza
John G. Mazza
