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~~PURCHASERS NUMBER OF CONSIDERATION TOTAL NUMBER OF PERCENTAGE OWNERSHIP SHARES SHARES OWNED OF OUTSTANDING VOTING ACQUIRED IN FOLLOWING~~ SECURITIES ~~FOLLOWING~~AND ~~TRANSACTION~~EXCHANGE ~~TRANSACTION TRANSACTION (%) AIG Private Bank~~COMMISSION Washington, 42,623,810 Partial Cancellation of Indebtedness in the 42,623,810 29.4 Ltd. ("AIG") amount of USD $8,951,000 pursuant to that certain letter agreement dated on or about April 25, 2001 between AIG and 4-D ~~(the "Letter Agreement")~~. ~~Swisspartners 14, 751,153 USD $2,000,000 cash and Full Cancellations 36,468,755 25~~C.1 Investment Network of Indebtedness in the amounts of USD Ltd. $872,867 and USD $224,875. ("Swisspartners") MATRUST, S.L. 1,070,833 Full Cancellation of Indebtedness in the 26,070,833 18.0 amount of USD $224,875. International 1,070,833 Full Cancellation of Indebtedness in the 1,070,833 0.7 Sequoia Investments amount of USD $224,875. Limited ("Sequoia") Amaldos, S.A. 32,452 Full Cancellation of Indebtedness in the 32,452 Less than 0.1 amount of USD $6,815. TOTAL: 59,549,081 106,266,683 73.320549

~~EXHIBIT~~FORM NUMBER DOCUMENT ------ -------- Exhibit 99.1 Form of Common Stock Purchase Agreement. Exhibit 99.2 Letter Agreement dated on or about April 25, 2001 between 4-D and AIG Private Bank, Ltd. Exhibit 99.3 Amendment to Loan Agreement dated on or about April 26, 2001 between 4-D and AIG Private Bank, Ltd. Exhibit 99.4 Full Cancellation of Indebtedness effective as of April 26, 2001 between 4-D and Swisspartners Investment Network Ltd. Exhibit 99.5 Full Cancellation of Indebtedness effective as of April 26, 2001 between 4-D and Swisspartners Investment Network Ltd. Exhibit 99.6 Full Cancellation of Indebtedness effective as of April 26, 2001 between 4-D and MATRUST, S.L. Exhibit 99.7 Full Cancellation of Indebtedness effective as of April 26, 2001 between 4-D and International Sequoia Investments Limited. Exhibit 99.8 ~~Full Cancellation of Indebtedness effective as of April 26, 2001 between 4~~-~~D and Amaldos, S.A. Exhibit 99.9 Press Release dated May 7, 2001.~~K

Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 21, 2002

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

CALIFORNIA (State or other jurisdiction of incorporation)		0-19632 (Commission File Number)		95-2647755 (IRS Employer Identification No.)
9727 Pacific Heights Boulevard, San Diego, CA 92121-3719 (Address of principal executive offices) (Zip Code)

(858) 453-6300
Registrant's telephone number, including area code:

Item 2. Acquisition or Disposition of Assets.

On October 21, 2002 4-D Neuroimaging, or 4-D, sold one hundred per cent (100%) of the Company's shares in 4-D Neuroimaging Oy, or the Asset, to Vaandramolen Holding BV, or VHBV. As part of an effort by the Company's Board of Directors to raise additional financial resources one of the Board members conveyed to the Company for consideration an offer from VHBV to purchase the Asset for 4,000,000 USD cash. The Board of Directors carefully reviewed and evaluated this offer, and in particular the valuation that was being placed on the Asset. The Board concluded that the offer was fair and reasonable and directed the Management of the Company to accept the offer.

4-D will also experience an impairment of the Goodwill associated with 4-D Neuroimaging Oy at its fiscal year end, September 30, 2002, of approximately $4.2 million.

Item 5. Other Events.

On October 22, 2002 4-D Neuroimaging accepted the resignation of four (4) board members: Dr. Enrique Maso, Mr. Felipe Fernandez-Atela, Mr. Benjamin Chasco, and Dr. Antti Ahonen.

Item 7. Exhibits.

Exhibit 99.1 Share Purchase Agreement dated October 18, 2002.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		4-D NEUROIMAGING
Date: October 29, 2002		By:	/s/ D. SCOTT BUCHANAN D. Scott Buchanan, President and Chief Executive Officer

EXHIBIT INDEX

Exhibit Number		Document
Exhibit 99.1		Share Purchase Agreement dated October 18, 2002.

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