SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1) 1
INTELLIGENT MEDICAL IMAGING, INC.
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(Name of Issuer)
Common Stock, $.01 par value per share
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(Title of Class of Securities)
45815T 10 6
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(CUSIP Number)
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1 The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, SEE
the NOTES).
<PAGE>
CUSIP NO. 45815T 10 6 13G PAGE 2 OF 9 PAGES
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
TYCE M. FITZMORRIS, S.S. NO. ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF 5. SOLE VOTING POWER
SHARES 1,897,902
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY NONE
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 1,887,902
PERSON WITH 8. SHARED DISPOSITIVE POWER
NONE
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,897,902
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
16.9%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 45815T 10 6 13G PAGE 3 OF 9 PAGES
ITEM 1(A). NAME OF ISSUER:
Intelligent Medical Imaging, Inc.
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
4360 Northlake Blvd., Suite 214, Palm Beach Gardens, FL 33410
ITEM 2(A). NAME OF PERSON FILING:
Tyce M. Fitzmorris
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
4360 Northlake Blvd., Suite 214, Palm Beach Gardens, FL 33410
ITEM 2(C). CITIZENSHIP:
U.S.A.
ITEM 2(D). TITLE OF CLASS OF SECURITIES:
Common Stock, $.01 par value per share
ITEM 2(E). CUSIP NUMBER:
45815T 10 6
ITEM 3. Not Applicable
ITEM 4. OWNERSHIP.
(a) Amount beneficially owned:
1,897,902*
(b) Percent of class:
16.9%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote 1,897,902*
(ii) Shared power to vote or to direct the vote NONE
(iii) Sole power to dispose or to direct the disposition of 1,887,902
(iv) Shared power to dispose or to direct the disposition of NONE
* The number of shares indicated as beneficially owned includes: (i) 10,000
shares held of record by Denee Shipley, Mr. Fitzmorris' daughter, who has
granted Mr. Fitzmorris a voting proxy and right of first refusal with respect to
the foregoing securities, and (ii) 1,245,000 shares held of record by Fitzmorris
Family Investments Limited Partnership, the sole general partner of which is
Fitzmorris Holdings, Inc. ("FHI"). Mr. Fitzmorris is the sole director,
President and a majority shareholder of FHI.
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CUSIP NO. 45815T 10 6 13G PAGE 4 OF 9 PAGES
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
FITZMORRIS HOLDINGS, INC., EIN 88-0373742
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
NV
NUMBER OF 5. SOLE VOTING POWER
SHARES 1,245,000
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY NONE
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 1,245,000
PERSON WITH 8. SHARED DISPOSITIVE POWER
NONE
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,245,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.3%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 45815T 10 6 13G PAGE 5 OF 9 PAGES
ITEM 1(A). NAME OF ISSUER:
Intelligent Medical Imaging, Inc.
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
4360 Northlake Blvd., Suite 214, Palm Beach Gardens, FL 33410
ITEM 2(A). NAME OF PERSON FILING:
Fitzmorris Holdings, Inc.
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
502 East John Street, Carson City, NV 89706
ITEM 2(C). CITIZENSHIP:
NV
ITEM 2(D). TITLE OF CLASS OF SECURITIES:
Common Stock, $.01 par value per share
ITEM 2(E). CUSIP NUMBER:
45815T 10 6
ITEM 3. Not Applicable
ITEM 4. OWNERSHIP.
(a) Amount beneficially owned:
1,245,000*
(b) Percent of class:
11.3%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote 1,245,000
(ii) Shared power to vote or to direct the vote NONE
(iii) Sole power to dispose or to direct the disposition of 1,245,000
(iv) Shared power to dispose or to direct the disposition of NONE
* The number of shares indicated as beneficially owned consists of 1,245,000
shares held of record by Fitzmorris Family Investments Limited Partnership, the
sole general partner of which is Fitzmorris Holdings, Inc.
<PAGE>
CUSIP NO. 45815T 10 6 13G PAGE 6 OF 9 PAGES
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
FITZMORRIS FAMILY INVESTMENTS LIMITED PARTNERSHIP
EIN 88-0379233
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
NV
NUMBER OF 5. SOLE VOTING POWER 1,245,000
SHARES
BENEFICIALLY 6. SHARED VOTING POWER NONE
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 1,245,000
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER NONE
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,245,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.3%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 45815T 10 6 13G PAGE 7 OF 9 PAGES
ITEM 1(A). NAME OF ISSUER:
Intelligent Medical Imaging, Inc.
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
4360 Northlake Blvd., Suite 214, Palm Beach Gardens, FL 33410
ITEM 2(A). NAME OF PERSON FILING:
Fitzmorris Family Investments Limited Partnership
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
502 East John Street, Carson City, NV 89706
ITEM 2(C). CITIZENSHIP:
NV
ITEM 2(D). TITLE OF CLASS OF SECURITIES:
Common Stock, $.01 par value per share
ITEM 2(E). CUSIP NUMBER:
45815T 10 6
ITEM 3. Not Applicable
ITEM 4. OWNERSHIP.
(a) Amount beneficially owned:
1,245,000
(b) Percent of class:
11.3%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote 1,245,000
(ii) Shared power to vote or to direct the vote NONE
(iii) Sole power to dispose or to direct the disposition of 1,245,000
(iv) Shared power to dispose or to direct the disposition of NONE
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CUSIP NO. 45815T 10 6 13G PAGE 8 OF 9 PAGES
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not applicable
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable
ITEM 10. CERTIFICATION.
Not applicable
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CUSIP NO. 45815T 10 6 13G PAGE 9 OF 9 PAGES
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.
February 11, 1998
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(Date)
/s/Tyce M. Fitzmorris (Signature)
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Tyce M. Fitzmorris (Name/Title)
February 11, 1998
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(Date)
/s/Tyce M. Fitzmorris (Signature)
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Tyce M. Fitzmorris (Name/Title)
President of Fitzmorris Holdings, Inc.
February 11, 1998
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(Date)
/s/Tyce M. Fitzmorris (Signature)
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Tyce M. Fitzmorris (Name/Title)
President of Fitzmorris Holdings,
Inc., General Partner of Fitzmorris
Family Investments Limited Partnership
Exhibit 99
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) promulgated under the Securities Exchange Act
of 1934, the undersigned agree to the joint filing of a Statement on Schedule
13G (including any and all amendments thereto) with respect to the shares of
Common Stock, $.01 par value per share, of Intelligent Medical Imaging, Inc.,
and further agree that this Joint Filing Agreement be included as an Exhibit
thereto. In addition, each party to this Agreement expressly authorizes each
other party to this Agreement to file on its behalf any and all amendments to
such Statement.
Date: February 12, 1998 /S/ TYCE M. FITZMORRIS
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Tyce M. Fitzmorris
Date: February 12, 1998 FITZMORRIS HOLDINGS, INC.
By: /S/ TYCE M. FITZMORRIS
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Tyce M. Fitzmorris
Title: President
Date: February 12, 1998 FITZMORRIS FAMILY INVESTMENTS
LIMITED PARTNERSHIP
By: Fitzmorris Holdings, Inc.,
as general partner
By: /S/ TYCE M. FITZMORRIS
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Tyce M. Fitzmorris
Title: President
