As filed with the Securities and Exchange Commission on April 17, 2001
                                                           Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              POSITRON CORPORATION

         Texas                                            76-0083622
(State of Incorporation)                 (I.R.S. Employer Identification Number)

            1304 Langham Creek Drive, Suite 300, Houston, Texas 77084

                  1994 Incentive and Non-Statutory Option Plan
                             1999 Stock Option Plan
                 1999 Non-Employee Directors' Stock Option Plan
                         1999 Stock Bonus Incentive Plan
                        1999 Employee Stock Purchase Plan

                                 Gary H. Brooks
            1304 Langham Creek Drive, Suite 300, Houston, Texas 77084

                                 (781) 492-7100

                                   Copies to:
                              Roger S. Mertz, Esq.
                   Allen, Matkins, Leck, Gamble & Mallory LLP
                           333 Bush Street, Suite 1700
                         San Francisco, California 94104
                            Telephone: (415) 837-1515
                            Facsimile: (415) 837-1516

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
================================================================================
                                                                                                Proposed Maximum
                Title of Securities                        Amount          Proposed Maximum         Aggregate          Amount of
                  To Be Registered                          To Be         Offering Price Per   Offering Price (2)   Registration Fee
                                                        Registered(1)            Unit
----------------------------------------------------- ------------------- --------------------- -------------------- ---------------
<S>           <C>                                        <C>                       <C>                  <C>          <C>
Common Stock, $.01 par value  ...................        147,495  shares           $0.14                $20,649.30

----------------------------------------------------- ------------------- --------------------- -------------------- ---------------
Common Stock, $.01 par value  ...................     4,000,000 shares             $0.14               $560,000.00

----------------------------------------------------- ------------------- --------------------- -------------------- ---------------
Common Stock, $.01 par value  ...................       500,000 shares             $0.14                 $70,000.00

----------------------------------------------------- ------------------- --------------------- -------------------- ---------------
Common Stock, $.01 par value  ...................       884,000 shares             $0.14               $123,760.00

----------------------------------------------------- ------------------- --------------------- -------------------- ---------------
Common Stock, $.01 par value  ...................       116,000 shares             $0.14                $16,240.00
----------------------------------------------------- ------------------- --------------------- -------------------- ---------------
Common Stock, $.01 par value  ...................       500,000 shares             $0.14                $70,000.00

----------------------------------------------------- ------------------- --------------------- -------------------- ---------------
Total                                                 6,147,495 shares             $0.14               $860,649.30      $239.26
===================================================== =================== ===================== ==================== ===============

<FN>

(1)  This Registration Statement also covers an indeterminate number of shares
     of common stock of the Registrant which may be issuable by reason of stock
     dividends, stock splits or similar transactions, in accordance with Rule
     416.
(2)  Estimated solely for the purpose of computing the amount of the
     registration fee pursuant to Rule 457(c) and (h)(1), based on the closing
     price of Registrant's Common Stock reported on the over-the-counter market
     on April 11, 2001.

</FN>
</TABLE>
<PAGE>




                                EXPLANATORY NOTE

Positron Corporation  ("Positron" or the "Company" or "Registrant") has prepared
this  Registration  Statement in accordance  with the  requirements  of Form S-8
under the  Securities  Act of 1933,  as amended  (the "1933  Act"),  to register
shares  of the  Company's  common  stock,  $.01 par value  per  share,  issuable
pursuant to the Company 1994 Incentive and  Non-Statutory  Option Plan, the 1999
Stock Option Plan, the 1999 Non-Employee  Directors' Stock Option Plan, the 1999
Stock Bonus Incentive Plan, and the 1999 Employee Stock Purchase Plan.

Under cover of this Form S-8 is a Reoffer  Prospectus  of  Positron  prepared in
accordance  with Part I of Form S-3 under the 1933 Act. This Reoffer  Prospectus
has been prepared  pursuant to Instruction C of Form S-8, in accordance with the
requirements  of Part I of Form S-3, and may be used for reofferings and resales
on a continuous  or delayed basis in the future of up to an aggregate of 116,000
"restricted  securities"  which have been issued  pursuant the employee  benefit
plans of the Company.  Nonetheless,  the amount of  securities  to be offered or
resold by each  person by means of this  Reoffer  Prospectus  may not exceed the
volume limitations specified in Rule 144(e).

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) prospectus

Positron will send or give the documents containing the information specified in
Part I of Form S-8 to  employees as  specified  by the  Securities  and Exchange
Commission (the "Commission") Rule 428(b)(1) under the 1933 Act. Positron is not
required  to file these  documents  with the  Commission  either as part of this
Registration  Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 of the 1933 Act.  These  documents  and the documents  incorporated  by
reference in this Registration  Statement  pursuant to Item 3 of Part II of this
Form S-8, taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.



<PAGE>



REOFFER PROSPECTUS

                              POSITRON CORPORATION

                                    POSITRON


                                 116,000 Shares
                                  Common Stock


The  selling  stockholders  identified  in this  prospectus  are  offering up to
116,000  shares of common stock,  all of which are being  registered  for resale
only.  Positron  will not receive any of the proceeds from the sale of shares by
the selling stockholders.


Positron's common stock is traded on the over-the-counter securities market
("pink sheets"), and quoted on the NASD's Electronic Bulletin Board under the
symbol "POSC.OB". On April 11, 2001, the last reported sales price for the
common stock on the Electronic Bulletin Board was $0.14 per share.

Positron's  address and telephone  number of its principal  executive office is:
1304 Langham Creek Blvd., Suite 300, Houston, Texas 77084, (281) 492-7100.

Investing in our common stock involves a high degree of risk. See "Risk Factors"
beginning on page 2.


                             ----------------------------


Neither  the  Securities  and  Exchange  Commission  nor  any  state  securities
commission has approved or  disapproved  of these  securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.

                        ---------------------------------

                 The date of this prospectus is April 17, 2001.



<PAGE>



                                TABLE OF CONTENTS
                                                                        Page No.


SUMMARY INFORMATION............................................................1

RISK FACTORS...................................................................1

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS..............................9

USE OF PROCEEDS...............................................................10

SELLING STOCKHOLDERS..........................................................10

PLAN OF DISTRIBUTION..........................................................10

DESCRIPTION OF SECURITIES TO BE REGISTERED....................................11

LEGAL MATTERS.................................................................12

EXPERTS.......................................................................12

WHERE YOU CAN FIND ADDITIONAL INFORMATION.....................................12

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
        SECURITIES ACT LIABILITIES............................................13

You should rely only on the information contained in this prospectus or to which
we have referred in this  prospectus.  We have not authorized  anyone to provide
information  different  from that  contained  in this  prospectus.  Neither  the
delivery of this  prospectus  nor sale of common  stock  means that  information
contained in this prospectus is correct after the date of this prospectus.  This
prospectus  is not an offer  to sell or  solicitation  of an offer to buy  these
shares of common  stock in any  circumstances  under which the  solicitation  is
unlawful.



<PAGE>




                               SUMMARY INFORMATION

To  understand  this  offering  fully,  we  encourage  you to read  this  entire
prospectus carefully, including the risk factors and the documents we reference.

References  in this  document  to  "we,"  "us,"  and  "our"  refer  to  Positron
Corporation.

This prospectus contains forward-looking  statements.  The outcome of the events
described  in these  forward-looking  statements  is subject to risks and actual
results could differ  materially.  The section entitled "Risk Factors" and other
sections in this  prospectus  contain a  discussion  of some of the factors that
could contribute to those differences.

                                   The Company

We were  incorporated  in the State of Texas on December 20, 1983, and commenced
commercial  operations  in 1986.  We design,  manufacture,  market  and  service
advanced  medical  imaging  devices  utilizing   positron  emission   tomography
technology under our trade-name POSICAM(TM) systems.

                                  The Offering

The  following  shares  of common  stock  are  offered  for  resale  by  certain
stockholders  of  ours:

        o up  to  116,000  shares  of  common  stock  currently outstanding.

We will not receive any of the proceeds from the resale of these shares.

The amount of securities to be offered or resold by each person by means of this
Reoffer  Prospectus  may not  exceed the volume  limitations  specified  in Rule
144(e).

                                  RISK FACTORS

You should carefully consider the risks described below before making a decision
to buy our common stock. The risks and uncertainties described below are not the
only ones we face.  Additional risks and uncertainties not presently known to us
or that we currently  deem  immaterial may also  materially  impair our business
operations.

If any of the following risks actually occurs, our business, financial condition
or results of operations could be materially  adversely affected.  In such case,
the trading  price of our common  stock could  decline,  and you may lose all or
part of your  investment.  You should  also refer to the other  information  set
forth in this  prospectus,  including our financial  statements  and the related
notes.


If we  continue to  experience  losses in the future,  our  business,  financial
condition and growth prospects could be materially adversely affected.

We have had net losses in each fiscal year since we started  operations in 1986,
except for the most recently  completed FY 2000 . We expect to continue to incur
losses on an operating  basis for the  foreseeable  future on both an annual and
quarterly  basis.  Losses to date have occurred  primarily  because we have been
unable to sell our POSICAM systems in sufficient quantities to be profitable. In
addition,  because  the  price of each  POSICAM  system is so  significant,  our
revenues  fluctuate  significantly  from quarter to quarter and year to year. We
are not able to assure that we will ever achieve the level of operating revenues
needed to be profitable  in the future or, if we are able to become  profitable,
that we will be able to remain  profitable.  Because of these expected losses we
may not be able to implement our business  plans,  and our  business,  financial
condition and growth prospects could be materially adversely affected.

As of December 31, 2000, we had an  accumulated  deficit of  $50,994,000  as the
result of our history of net losses.  We believe  that it is likely that we will
continue to accumulate  deficits for the  foreseeable  future.  For fiscal years
1997 and 1998, our year-end financial  statements contained a qualification from
our independent accountants regarding the uncertainty of our ability to continue
as a going concern.  The year-end financial statements for fiscal years 1999 and
2000 did not contain such a qualification from our independent accountants.


If our new  management  is not able to improve  and expand our  operations,  our
business and results of operations could suffer.

Effective  January  22,  1999 we employed  Gary H.  Brooks as  president  of the
Company on a part-time basis and since  September 1, 1999 on a full-time  basis.
Mr. Brooks has assumed operating  responsibility  with a very limited management
team. If he is not able  simultaneously to stabilize our operations,  expand our
staff,  and improve and expand our  operations  quickly  and  dramatically,  our
financial  condition,  profitability  and growth  prospects  could be materially
adversely affected.


If we are unable to retain and attract qualified  personnel,  our business could
suffer.

Our ability to grow and our future  success  depend on our ability to  identify,
attract,  hire,  train,  retain and  motivate  other highly  skilled  technical,
managerial,  sales and marketing,  customer service and professional  personnel.
Competition for such employees is intense, particularly with the technical skill
set we  require,  and  there  can be no  assurance  that  we  will  be  able  to
successfully attract, assimilate or retain sufficiently qualified personnel. Our
failure to retain and attract the  necessary  technical,  managerial,  sales and
marketing, customer service personnel and experienced professionals could have a
material  adverse  effect on our  business,  financial  condition and results of
operations.


If the medical  community  does not embrace our  technology,  our  business  and
growth prospects will be materially adversely affected.

Positron  emission  tomography  imaging is an  accurate  non-invasive  method to
diagnose or assess the severity of coronary artery disease. Unlike other imaging
technologies,  positron  emission  tomography  technology  allows a physician to
determine whether blood flow to the heart muscle is normal,  thereby identifying
narrowed coronary  arteries,  and whether damaged heart muscle is viable and may
benefit from treatment such as bypass surgery or angioplasty. Nonetheless, there
are other non-invasive methods available to make such diagnoses. We believe that
acceptance  of our  products  and  services  will  depend  on  several  factors,
including:

     o    cost;

     o    reliability;

     o    availability of proprietary upgrades;

     o    reimbursement of positron emission tomography diagnostic procedures by
          healthcare insurers and/or the federal Medicare system;

     o    cost and reliability of maintenance; and

     o    ability to incorporate non-proprietary enhancements.

We  cannot  assure  you that our  technology  will gain  wide  acceptance  among
physicians,   medical   groups  and  hospitals  or  that  medical   groups  will
significantly  increase  their use of the  technology  for  diagnosis  and other
medical  applications.  If the market fails to continue to develop,  or develops
more slowly than  expected,  our business,  results of operations  and financial
condition  will  be  adversely  affected.  In  addition  we may be  unable,  for
technical  or  other   reasons,   to  develop  and  introduce  new  services  or
enhancements  of existing  technology and services in a timely manner,  and such
services and  enhancements  may not gain widespread  market  acceptance.  Any of
these things could have a material  adverse  affect on our business,  results of
operations and financial condition.


If there is a decrease in the demand for medical  diagnostic  imaging  equipment
and services of all types, our business could suffer.

Demand for high-end  medical  diagnostic  imaging  procedures and devices can be
adversely  affected by periods of economic slowdown or recession when the public
tends  to seek  less  expensive  medical  services  perceived  to be  almost  as
effective as those which are superior but more expensive.


If we are unable to  differentiate  ourselves from  competition in our industry,
our business and growth prospects could be harmed.

We face  competition  from three  other  commercial  manufacturers  of  positron
emission  tomography  systems  and from other  imaging  technologies,  primarily
single photon emission  computed  tomography.  In addition,  our current primary
competition  from  commercial  manufacturers  of  positron  emission  tomography
systems comes from General Electric Company,  Siemens Medical Systems, Inc. in a
joint venture with CTI, Inc. of Knoxville,  Tennessee and ADAC Medical  Systems.
All of these companies have substantially  greater financial,  technological and
personnel resources than we do.

Moreover, two Japanese  manufacturers,  Hitachi and Shimadzu,  have manufactured
and sold  positron  emission  tomography  scanners  in Japan  but not yet in the
United States.  These manufacturers  represent additional sources of competition
which  have  substantially   greater  financial,   technological  and  personnel
resources than do we.

The primary  competing  technology  in the nuclear  medicine  industry is SPECT,
which costs substantially less than our systems.  Several manufacturers of SPECT
systems are now offering multi-head systems, which have been modified to operate
in coincidence mode,  similar to a positron emission  tomography  scanner.  High
field magnetic  resonance  imaging  technology,  an advanced version of magnetic
resonance imaging, is in the development stage, but is a potential competitor to
positron emission tomography in certain neurology and oncology applications.  We
cannot  presently  predict  the future  competitiveness  of high field  magnetic
resonance imaging.


If  third  party  reimbursement  is  not  expanded  or is  otherwise  negatively
affected, it will severely affect our financial position.

Our systems are  purchased  or leased  primarily  by medical  institutions  that
provide health care services to their  patients.  Such  institutions or patients
typically bill or seek  reimbursement  from various  third-party  payors such as
Medicare,  Medicaid,  other governmental programs and private insurance carriers
for the charges  associated with the provided  healthcare  services.  We believe
that the market success of positron emission  tomography imaging depends largely
upon obtaining favorable coverage and reimbursement  policies from such programs
and carriers.

Prior to March 1995,  Medicare and Medicaid  did not provide  reimbursement  for
positron  emission  tomography   imaging.   Since  then  Medicare  and  Medicaid
reimbursement for positron emission tomography imaging have been, and we believe
may  continue to be,  very  restrictive.  We further  believe  that  restrictive
reimbursement  policies have had a very significant adverse affect on widespread
use of  positron  emission  tomography  imaging and have,  therefore,  adversely
affected our  business,  financial  condition,  results of  operations  and cash
flows.

In recent years, certain procedures have been approved for reimbursement.  We do
not know whether  additional  procedures will be approved for  reimbursement  by
appropriate regulators,  whether insurers will approve additional procedures for
reimbursement,  or whether the procedure  reimbursement level will be sufficient
to stimulate the positron emission tomography market.

Many insurance carriers currently consider positron emission  tomography imaging
to be an investigational procedure and do not reimburse for procedures involving
positron emission tomography imaging.

If third-party  coverage for positron emission  tomography  procedures using our
POSICAM  system  remains  unavailable,  it will likely  have a material  adverse
effect on our business,  financial  condition,  results of  operations  and cash
flows. We cannot assure that  reimbursement  policies for these  procedures will
change.


If we are not able to keep up with technological change, it will have a material
negative effect on our business.

Our industry is subject to rapid and significant technological change. There can
be no  assurance  that  our  POSICAM  systems  can be  upgraded  to meet  future
innovations  in  the  positron   emission   tomography   industry  or  that  new
technologies  will not emerge,  or existing  technologies  will not be improved,
which would render our products obsolete or non-competitive.  Our competitors in
the United States, as described above, have significantly  greater financial and
technical  resources and  production and marketing  capabilities  than we do. In
addition,  there can be no  assurance  that other  established  medical  imaging
companies, any of which would likely have greater resources than we do, will not
enter the market. We also face competition from other imaging technologies which
are more firmly  established  and have a greater  market  acceptance,  including
single photon emission  computed  tomography.  There can be no assurance that we
will be able to compete successfully against any of our competitors.


If we are  not  able to  firmly  establish  market  acceptance,  it will  have a
material negative effect on our business.

Our POSICAM systems  involve new technology that competes with more  established
diagnostic  techniques.  The purchase and  installation  of a positron  emission
tomography system involves a significant  capital expenditure on the part of the
purchaser.  A potential  purchaser of a positron emission tomography system must
have an available  patient base that is large enough to provide the  utilization
rate needed to justify such capital expenditure.  There can be no assurance that
positron emission tomography  technology or our POSICAM systems will be accepted
by the  target  markets or that the  Company's  sales of  POSICAM  systems  will
increase or that we will ever be profitable.


If our physical  facilities are inadequate to our  manufacturing  needs, it will
have a material  negative effect on our ability to manufacture and  consequently
sell our primary product.

We believe we currently  have the ability to assemble our scanners in a discrete
area of our  corporate  facility  located in Houston,  Texas.  We cannot  assure
however that our manufacturing facilities will remain adequate.

If our supply of essential  parts and materials is severely  interrupted,  or if
these  products  fail to  continue  to meet our  needs,  it will have a material
adverse effect on our business.

There are  several  essential  components  of our  systems  which we obtain from
limited or sole sources, including bismuth germinate oxide crystals which detect
positron emissions,  and photo-multiplier  tubes, which convert the light energy
emitted  by  the  crystals  into  electrical  impulses  for  use  in  the  image
reconstruction  process. We cannot assure that alternate supply arrangements can
be made or if made  that  they  will  provide  sufficient  quantities  of  those
components on a timely or uninterrupted  basis.  Further,  we cannot assure that
the cost of  supplies  will  not  rise  significantly  or that  components  from
alternate  suppliers  will  continue  to meet  our  needs  and  quality  control
requirements.


If our  patents  and other  proprietary  technology  fail to provide  meaningful
protection  from  competitors,  it could have a material  adverse  effect on our
business.

We hold certain  patent and trade secret rights  relating to various  aspects of
our positron emission tomography technology, which are of material importance to
us and our  future  prospects.  There  can be no  assurance,  however,  that our
patents  will  provide  meaningful  protection  from  competitors.   Even  if  a
competitor's  products  were to  infringe  on the  patents we hold,  it would be
costly for us to enforce our rights,  and efforts at  enforcement  would  divert
funds and resources from our operations.  Furthermore, there can be no assurance
that our products will not infringe on any patents of others.

In  addition,  we  require  our  employees  and  consultants  to  enter  into  a
confidentiality  agreement  designed  to assist in  protecting  our  proprietary
rights.  There can be no assurance that these agreements will provide meaningful
protection or adequate remedies for our trade secrets or proprietary know-how in
the event of unauthorized use or disclosure of such information,  or that others
will not independently develop substantially  equivalent proprietary information
and  techniques or otherwise  gain access to our trade  secrets and  proprietary
know-how.


If we are unable to continue to conduct and support research and development, it
will have a material  adverse  affect on our  ability to develop and improve our
systems.

Our systems  are based on  proprietary  technology  initially  developed  at the
University of Texas Health Science Center under a multi-million  dollar research
program begun in 1979.  Since that time,  we have funded the  necessary  further
product  development and  commercialization  of the system.  These are expensive
activities  which are critical to our ability to develop and  maintain  improved
systems.  During fiscal years 1997, 1998 and the first half of fiscal year 1999,
we did not have sufficient funds to conduct substantial research and development
activities.  There  can be no  assurance  that our  inability  to  conduct  such
activities  during that period will not have an adverse effect on our ability to
do so in the future, or that any continuing inability to conduct such activities
will  not have a  material  adverse  affect  on our  business  as a whole in the
future.


If our  marketing  strategy  is  unsuccessful,  it will have a material  adverse
affect on our business.

Our initial marketing strategy targeted clinical cardiology based on the initial
research  conducted at the  University  of Texas.  With the  development  of the
POSICAM(TM) HZ and POSICAM(TM) HZL series of machines,  we are pursuing the full
oncology,   cardiology  and  neurology  related  positron  emission   tomography
application  markets.  To  market  our  systems  in all these  markets,  we rely
primarily on referrals from users of our existing installed  scanners,  clinical
presentations at professional conferences, and articles in trade journals. There
is no  assurance  that such a strategy  is  sufficiently  aggressive  to compete
against larger, better funded competitors.


If we are unable to successfully recruit and retain qualified personnel, it will
have a material adverse affect on our business.

Our success  depends to a  significant  degree on the  efforts of our  executive
officers and key employees. The loss or unavailability of the services of any of
our key personnel could have a material  adverse effect on our  operations.  Our
success also depends on our ability to attract and retain qualified personnel in
all areas of our business,  particularly  management,  research,  marketing, and
engineering.  There can be no assurance that we will be able to continue to hire
and  retain a  sufficient  number of  qualified  personnel.  If we are unable to
retain and attract such qualified personnel, our business, operating results and
cash flows could be adversely affected.


If we  are  unable  to  meet  government  regulatory  requirements  or if  those
requirements become substantially more difficult to meet, it may have a material
adverse effect on our ability to market and sell our products.

Various aspects of testing,  manufacturing,  labeling, selling, distributing and
promoting our systems and the radiopharmaceuticals used with them are subject to
regulation   on  the  federal   level  by  the  United   States  Food  and  Drug
Administration  and in Texas by the Texas Department of Health and other similar
state agencies. In addition,  sales of medical devices outside the United States
may be subject to foreign regulatory  requirements that vary widely from country
to  country.   The  FDA  regulates   medical   devices  based  on  their  device
classification.  Our device is listed as a Class II medical device, whose safety
and effectiveness are regulated by the use of special controls such as published
performance standards.  To date, the FDA has not published performance standards
for positron emission  tomography  systems.  If the FDA does publish performance
standards for positron emission  tomography  systems,  there can be no assurance
that the standards  will not have a potentially  adverse  effect on our product,
including  substantial  delays in  manufacturing  or  disrupting  our  marketing
activities.  Other FDA controls,  reporting  requirements  and regulations  also
apply to  manufacturers  of medical  devices,  including:  reporting  of adverse
events and  injuries,  and the  mandatory  compliance  with the  Quality  System
Regulations commonly known as Good Manufacturing Practices.

In addition to the regulatory  requirements  affecting the day to day operations
of our  product,  the  FDA  requires  medical  device  manufacturers  to  submit
pre-market  clearance  information  about  proposed  new  devices  and  proposed
significant  changes to existing  devices prior to their  introduction  into the
stream of commerce. This process, commonly referred to as a 510(k) Clearance, is
an extensive written summary of performance information, comparative information
with  existing  medical  devices,  product  labeling  information,   safety  and
effectiveness information, intended use information, and the like. Until the FDA
has had the  opportunity to thoroughly  review and "clear" the  submission,  the
product  cannot be  commercially  distributed.  Although  the FDA is required to
respond to all pre-market  notifications  within ninety days of receiving  them,
the FDA often takes longer to respond.  Once the FDA has cleared the device,  it
notifies the manufacturer in terms of a "substantial  equivalence"  letter.  The
manufacturer may begin marketing the new or modified device when it receives the
substantial  equivalence letter. If the FDA requires  additional  information or
has  specific  questions,  or if the company is notified  that the device is not
"substantially  equivalent"  to a device which has already been cleared,  it may
not begin the market the device. A non-substantial  equivalence determination or
requests for additional  information of a new or significantly  modified product
could materially affect our financial results and operations.

Moreover,  the FDA routinely inspects medical device  manufacturers to determine
compliance  with the Quality  System  Regulations,  and conducted such a routine
inspection of our operations in July 1999.  The inspection  resulted in issuance
of  four  inspectional  observations,  identifying  minor  discrepancies  in our
internal  operation  procedures for collection and analysis of service  records,
data  input of  information  for  software  testing  and the review of a quality
report. We have instituted  adequate  corrective measures for these inspectional
observations and have provided that information to the FDA.

In addition to complying with federal requirements,  we are required under Texas
state  law to  register  with  the  state  Department  Health  with  respect  to
maintaining   radiopharmaceuticals   on  premises  for  testing,   research  and
development  purposes.  In the  past  we have  received  notice  of  only  minor
violations  which were promptly and easily corrected and we believe that we have
taken adequate  measures to prevent the recurrence of any violations.  There is,
however,  no  assurance  that  violations  will  not  occur in  future.  If such
violations  occur,  they could have a material adverse effect on our operations.
In  addition,  Texas  state law  requires a safety  evaluation  of devices  that
contain  radioactive  materials.  We are in the process of  registering  our PET
scanners with the Texas Department of Health, Bureau of Radiation Control, as we
plan to expand into the mobile PET market.

Our operations and the operations of PET systems are subject ot regulation under
federal and state health safety laws,  and  purchasers  and users of PET systems
are subject to federal and state laws and regulations  regarding the purhcase of
medical equipment such as PET systems. All laws and regulations, including those
specifically  applicable  to us, are subject to change.  We cannot  predict what
effect changes in laws and  regulations  might have on our business.  Failure to
comply with  applicable  laws and  regulatory  requirements  could have material
adverse effect on our business,  financial  condition,  results of operation and
cash flow.

Further,  sales of medical devices outside the country may be subject to foreign
regulatory requirements. These requirements vary widely from country to country.
There is no assurance  that the time and effort  required to meet those  varying
requirements  may not adversely  affect our ability to distribute our systems in
some countries.


If we  do  not  minimize  the  negative  effect  of  prolonged  working  capital
deficiencies,  it will have a  material  adverse  effect on our  business  going
forward.

Particularly  during fiscal years 1997,  1998 and the first half of 1999, we had
minimal amounts of working  capital,  and were unable to timely meet some of our
obligations  as they came due.  As a result,  we were in  arrears to many of our
vendors and  supplier.  We also  deferred  paying  salaries  and  certain  other
benefits  to certain  management  level  employees.  After  receiving  a capital
infusion  in  August  1999 in  connection  with the  completion  of the  private
placement,  we have remedied most of those arrearages,  and adopted a program to
meet all of our other obligations. There is no assurance, however, that everyone
to whom payments are still owed will cooperate  with this program.  Such failure
to  cooperate  could have an adverse  affect on our  ability  to  implement  the
program in an orderly fashion.


If we are unable to return to  eligibility  for  listing on the NASDAQ  SmallCap
Market, the market price of our stock could be adversely affected.

Our common stock was listed previously on the NASDAQ SmallCap Market.  There are
certain  standards  regarding capital and surplus for the continued listing of a
security on the NASDAQ SmallCap Market. In 1997 we failed to maintain our NASDAQ
stock market listing. We do not now meet the relisting  requirements and may not
do so for some time in the future.  There can be no assurance  that we will ever
meet the capital and surplus  requirements  needed to be re-listed on the NASDAQ
SmallCap Market.

Trading of our common  stock is  currently  conducted  on the NASD's  Electronic
Bulletin  Board.  Trading  in our common  stock is covered by rules  promulgated
under the Exchange Act for non-NASDAQ and non-exchange listed securities.  Under
such rules,  broker/dealers  who recommend such securities to persons other than
established  customers  and  accredited  investors  must make a special  written
suitability  determination for the purchaser and receive the purchaser's written
agreement to a transaction prior to sale. Securities are exempt from these rules
if the  market  price is at least  $5.00 per  share.  As of April 2,  2001,  the
closing price of our common stock was less than $1.00. In addition,  the SEC has
adopted  regulations  that  generally  define  a penny  stock  to be any  equity
security  that has a market  price of less than  $5.00  per  share,  subject  to
certain  exceptions.  Our common stock is currently  subject to such penny stock
rules. The regulations require the delivery,  prior to any transaction involving
a penny stock,  of a disclosure  schedule  explaining the penny stock market and
the risks  associated with penny stocks.  As a penny stock, the market liquidity
for our common  stock is  severely  affected  due to the  limitations  placed on
broker/dealers that sell our common stock in the public market.


If we are unable to develop  beneficial  financing  arrangements,  it may have a
negative effect on our financial position going forward.

In order to sell our POSICAM  systems,  we have found it necessary  from time to
time to  participate  in ventures  with certain  customers  or otherwise  assist
customers in their  financing  arrangements.  These  venture  arrangements  have
involved  lower cash  prices for our systems in exchange  for  interests  in the
venture.  These  arrangements  expose us to the attendant  business risks of the
ventures.  In  certain  instances,   we  have  sold  our  systems  to  financial
intermediaries,  which have, in turn,  leased the system.  Such transactions may
not give rise to the same economic  benefit as would have occurred had we made a
direct cash sale at our regular market price on normal sales terms. There can be
no assurance that we will not find it necessary to enter similar transactions to
effect  future  sales.  Moreover,  the nature and extent of our interest in such
ventures or the existence of remarketing or similar obligations could require us
to account for such transactions as financing  arrangements  rather than "sales"
for  financial  reporting  purposes.  Such  treatment  could  have the effect of
delaying the  recognition of revenue on such  transactions  and may increase the
volatility of our financial results.


If we are subject to substantial third party liability  claims,  particularly if
the claims exceed our insurance coverage, it will have a material adverse effect
on our business.

The sale and use of our  products  exposes  us to  potential  product  liability
claims.  There can be no  assurance  that product  liability  claims will not be
successfully  asserted against us. We maintain  liability  insurance coverage in
the amount of $1 million per  occurrence and an annual  aggregate  maximum of $2
million.  However,  there can be no  assurance  that we will be able to maintain
such  insurance in the future or, if  maintained,  that such  insurance  will be
sufficient  in amount to cover any  successful  product  liability  claims.  Any
uninsured  liability  could  have a  material  adverse  effect on our  financial
position and operation.


Because we have never paid cash  dividends on our common stock and do not intend
to do so in the  foreseeable  future,  the price of our common  stock may remain
volatile.

We have never paid cash  dividends  on our common stock and do not intend to pay
cash  dividends  on our common  stock in the  foreseeable  future.  Our Series A
Preferred Stock  Statement of Designation  prohibits the payment of common stock
dividends until all required  dividends have been paid on our Series A preferred
stock.  As of December  31,  2000,  approximately  $183,000 of  preferred  stock
dividends were undeclared and unpaid.

Pending litigation  regarding  outstanding warrants could cause the market price
of our common stock to drop.

On September 26, 2000, ProFutures Capital Bridge Fund, L.P. (ProFutures) filed a
complaint against the Company in Colorado state court for declaratory relief and
breach  of  contract.  ProFutures  alleges  in its  complaint  that the  Company
breached four stock purchase  warrants when, on February 14, 2000, it registered
only  1,500,000  shares  of stock  underlying  ProFutures  warrants  instead  of
4,867,571  shares of stock.  ProFutures  claims  that it is entitled to purchase
these  additional  shares of stock  under the  anti-dilution  provisions  in its
warrants and as the result of Positron  sale of  additional  shares of stock and
issuance of additional  warrants.  ProFutures  has asked the Colorado  courts to
order the  Company to  register  the number of shares  ProFutures'  claims it is
entitled  to  purchase  under its  warrants  and for  damages  for breach of the
warrants in an unspecified amount.

Prior to being sued by  ProFutures,  the Company  notified  ProFutures  that its
board  of  directors  had  determined  that as a  result  of the  Imatron  stock
transaction  that  ProFutures  was  entitled to purchase an  additional  965,894
shares of common stock under its warrants.  Positron  believes that  ProFutures'
claim that it is entitled to purchase  additional  shares is without merit.  The
Company has retained  counsel and intends to vigorously  defend the  ProFutures'
lawsuit.  We cannot,  however,  provide  assurance as to the  outcome.  If it is
decided that  ProFutures is entitled  under its warrants to purchase some or all
of the claimed  additional shares of stock, upon the exercise of those warrants,
Positron's  shareholders  would  suffer  additional  dilution  and the  price of
Positron's common stock could drop.


If our quarterly  revenues and operating  results fluctuate  significantly,  the
price of our common stock is likely to be more volatile.

Due to the  substantial  price  of  each  system,  our  quarterly  revenues  and
operating results are likely to vary substantially from quarter to quarter. This
in turn may cause the price of our common  stock to be volatile.  A  substantial
decline  in our  stock  price is  possible  at any  time.  We  believe  that the
following  factors,   among  others,  could  affect  our  quarterly  results:

        o    fluctuations in sale of systems;

        o    the introduction of new products and services by our competitors;

        o    the  level of consumer interest and confidence in our products and
             services;

        o    the introduction of new products and services by us;

        o    the timing of our release of enhancements to our products and
             services;

        o    our ability to upgrade and  develop our  information  systems and
             operational infrastructure to accommodate growth;

        o    the timing and rate at which we increase  our expenses to support
             projected growth;

        o    the cost of compliance with federal and state government laws and
             regulations,  including  any  changes  in our  historic  business
             practices that could result from legal interpretations;

        o    any dispute involving our proprietary software;

        o    our  announcement  of  new  marketing  initiatives;

        o    technical difficulties or service interruptions;

        o    changes  in  our  operating   expenses  and   investment  in  our
             infrastructure;

        o    general  economic  conditions  in the United  States and economic
             conditions;

        o    changes in  estimates  of our  future  financial  performance  by
             securities analysts;

        o    additions  or   departures  of  key   executives   and  operating
             personnel; and

        o    sales of our common stock or other securities in the open market.

Accordingly,  we believe  period-to-period  comparisons of our operating results
are not  meaningful  and the results for any period should not be relied upon as
an indication of future performance.  Our operating results may fail to meet our
expectations  or those of analysts who follow us. Any such  failure  could cause
the price of our stock to decline substantially.


If previously  unregistered shares of our common stock are sold into the market,
it could cause the market price of our common stock to drop.

The  market  price of our  common  stock  could drop as a result of sales of the
shares covered by this prospectus in the market after the offering, or the price
could  remain  lower  because of the belief that such sales might  occur.  These
factors  could  make it more  difficult  for us to raise  funds  through  future
offerings of common stock.

As of April 11, 2001 Positron had  62,047,150  shares of common stock issued and
outstanding  and 510,219 shares of preferred  stock issued and  outstanding.  In
addition,  it has  reserved  24,560,000  common  shares  underlying  outstanding
warrants which are exercisable prior to their expiration.  Additional shares are
issuable  pursuant  to  anti-dilution  provisions  of the  Warrants.  Additional
unregistered  shares also will be tradable  under SEC Rule 144 by persons  other
than affiliates of ours.

We have  reserved an aggregate of  6,147,495  shares for issuance to  employees,
officers,  directors and consultants under the 1994 and 1999 Stock Option Plans,
the 1999  Non-Employee  Directors'  Stock  Option  Plan,  the 1999  Stock  Bonus
Incentive  Plan, and the 1999 Employee Stock Purchase Plan. To date,  options to
purchase  2,449,995  shares have been granted under such plans and are currently
outstanding.

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This  prospectus  contains  forward-looking  statements  within  the  meaning of
Section  27A of the  Securities  Act of 1933 (the "1933  Act"),  as amended  and
Section 21E of the Securities Exchange Act of 1934, as amended (the "1934 Act").
These statements relate to future events or our future financial performance and
involve known and unknown risks,  uncertainties and other factors that may cause
our or our  industry's  actual  results,  levels  of  activity,  performance  or
achievements  to be  materially  different  from any future  results,  levels of
activity,   performance   or   achievements   expressed   or   implied   by  the
forward-looking  statements.  These risks and other factors include those listed
under  "Prospectus  Summary,"  "Risk Factors" and elsewhere in this  prospectus.
Words such as "anticipate,"  "believe,"  "plan," "expect,"  "future,"  "intend,"
"could" and  similar  expressions  indicate  forward-looking  statements.  These
statements are only  predictions.  In evaluating  these  statements,  you should
specifically consider various factors,  including the risks outlined under "Risk
Factors" and the other information  contained in our publicly  available filings
with the Securities and Exchange Commission ("SEC").

You should not place undue reliance on any forward-looking statements.  Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity,  performance
or achievements.  Such  forward-looking  statements speak only as of the date of
this   prospectus.   Moreover,   neither  we  nor  any  other   person   assumes
responsibility  for the  accuracy  and  completeness  of  these  forward-looking
statements.  Except  as  otherwise  required  by  federal  securities  laws,  we
undertake  no  obligation  to  publicly  update  or revise  any  forward-looking
statements,  whether  as a result of new  information,  future  events,  changed
circumstances or any other reason after the date of this prospectus.


                                 USE OF PROCEEDS

We will not receive any  proceeds  from the sale of common  stock by the selling
stockholders.

                              SELLING STOCKHOLDERS

The common  shares of the Company to which this Reoffer  Prospectus  relates are
being  registered  for  reoffers  and resales by the Selling  Stockholders,  who
acquired  the Shares  pursuant  to the Stock  Bonus Plan as  consultants  to the
Company.  The  Selling  Stockholders  may resell  all, a portion or none of such
Shares  from time to time.  The table  below  sets  forth  with  respect to each
Selling Stockholder,  as of December 31, 2000 or a subsequent date if amended or
supplemented:  (i) the name of the Selling  Shareholder;  (ii) the nature of any
position,  office  or  other  material  relationship  with  the  Company  or our
affiliates  within  the past  three  years;  (iii) the  number of shares  owned,
including  shares issuable within 60 days of January 1, 2001 pursuant to options
or warrants and the percentage  ownership of the Selling  Stockholders  prior to
the offering;  (iv) the number of shares registered by this Reoffer  Prospectus;
and (v) the number and  percent of  outstanding  Shares that will be owned after
the sale of the registered Shares assuming the sale of all of the Shares offered
by each such Stockholder under this Reoffer Prospectus.

<TABLE>
<CAPTION>

                                        Shares Beneficially Owned                             Shares Beneficially Owned
                                             Prior to Offering                                     After Offering
                                        ---------------------------                            ---------------------------


     Name         Position       Number of         Number of          %          Shares          Number          %
     ----         --------      Outstanding     Shares Issuable      ---        Offered          -------       ------
                                  Shares        within 60 Days of              in Offering
                                ------------     April 11, 2001                -----------
                                                -----------------



<S>                           <C>                  <C>                          <C>              <C>           <C>
Kendall, Amy     Consultant   5,000                 ___              *            5,000           ___            *


Lovell, Eric     Consultant   10,000                ___              *           10,000           ___            *


Serapio, Regina  Consultant   1,000                 ___              *            1,000           ___            *


Caires,          Consultant   100,000               ___              *           100,000          ___            *
Claudia


TOTAL                         116,000               ___                          116,000          ___

</TABLE>


*Less than one percent

The  information  provided  in the  table  above  with  respect  to the  Selling
Stockholders  has been  obtained  from such  Selling  Stockholders.  Because the
Selling  Stockholders may sell all or some portion of the shares of common stock
beneficially owned by them, only an estimate (assuming each Selling  Stockholder
sells all of the shares offered  hereby) can be given as the number of shares of
common stock that will be beneficially  owned by the Selling  Stockholders after
this offering. In addition,  the Selling Stockholders may have sold, transferred
or otherwise disposed of, or may sell,  transfer or otherwise dispose of, at any
time of from time to time since the dates on which they provided the information
regarding  the  shares  of common  stock  beneficially  owned by them,  all or a
portion of the shares of common stock beneficially owned by them in transactions
exempt from the registration requirements of the 1933 Act.


                              PLAN OF DISTRIBUTION

The selling  stockholders may offer their shares at various times in one or more
of the  following  transactions:

          o    in the over-the-counter market;

          o    on any exchange on which the shares may hereafter be listed;

          o    in negotiated transactions other than on such exchanges;

          o    by pledge to secure debts and other obligations;

          o    in connection with the writing of non-traded and  exchange-traded
               call  options,  in hedge  transactions,  in  covering  previously
               established   short   positions   and  in   settlement  of  other
               transactions in standardized or over-the-counter options; or

          o    in a combination of any of the above transactions.

The selling  stockholders  may sell their shares at market prices  prevailing at
the time of sale,  at  prices  related  to such  prevailing  market  prices,  at
negotiated  prices  or  at  fixed  prices.  The  selling  stockholders  may  use
broker-dealers  to sell their shares.  The  broker-dealers  will either  receive
discounts or  commissions  from the selling  stockholders,  or they will receive
commissions  from  purchasers  of  shares.  In  addition,  some  of the  selling
stockholders  may be eligible  and may elect to sell some or all of their shares
pursuant  to  additional  exemptions  to the  registration  requirements  of the
Securities Act of 1933,  including but not limited to Rule 144 promulgated under
the Securities Act, rather than pursuant to this registration statement.

Under certain circumstances the selling stockholders and any broker-dealers that
participate in the  distribution may be deemed to be  "underwriters"  within the
meaning of the Securities Act. Any commissions  received by such  broker-dealers
and any  profits  realized  on the  resale of  shares by them may be  considered
underwriting  discounts and  commissions  under the Securities  Act. The selling
stockholders  may  agree  to  indemnify  such  broker-dealers   against  certain
liabilities,  including  liabilities  under the Securities Act. In addition,  we
have agreed to  indemnify  the selling  stockholders  with respect to the shares
offered hereby against certain liabilities,  including certain liabilities under
the Securities Act.

Under the rules and  regulations of the Exchange Act of 1934, any person engaged
in the  distribution  of the resale of shares may not  simultaneously  engage in
market  making  activities  with respect to our common stock for a period of two
business  days  prior to the  commencement  of such  distribution.  The  selling
stockholders  will also be subject to applicable  provisions of the Exchange Act
and  regulations  under the Exchange Act which may limit the timing of purchases
and sales of shares of our common stock by the selling stockholders.

The selling  stockholders  will pay all  commissions,  transfer taxes, and other
expenses  associated  with the sale of  securities by them.  The shares  offered
hereby are being registered pursuant to our contractual obligations, and we have
paid the expenses of the  preparation of this  prospectus.  We have not made any
underwriting arrangements with respect to the sale of shares offered hereby.


                   DESCRIPTION OF SECURITIES TO BE REGISTERED

Our authorized  capital stock  consists of  100,000,000  shares of common stock,
$0.01 par value per share, and 10,000,000  shares of preferred stock,  $0.01 par
value per shares. All of the shares being registered in this offering are common
stock.


Common Stock

Subject to preferences  that may apply to shares of preferred stock  outstanding
at the time, the holders of  outstanding  shares of common stock are entitled to
receive dividends out of assets legally available therefore at such times and in
such amounts as the Board may from time to time determine. Each holder of common
stock is entitled to one vote for each share of common stock held on all matters
submitted  to a vote of  stockholders.  Cumulative  voting for the  election  of
directors  is not  provided  for in our  Amended  and  Restated  Certificate  of
Incorporation,  which means that the  holders of a majority of the shares  voted
can elect all of the directors  then standing for election.  The common stock is
not  entitled  to  preemptive  rights  and  is  not  subject  to  conversion  or
redemption.  Upon a  liquidation,  dissolution  or winding-up  of Positron,  the
assets legally  available for  distribution  to stockholders  are  distributable
ratably  among the holders of the common stock and any  participating  preferred
stock outstanding at that time after payment of liquidation preferences, if any,
on any outstanding preferred stock and payment of other claims of creditors.


Preferred Stock

We are  authorized,  subject to limitations  prescribed by Texas law, to provide
for the issuance of preferred  stock in one or more  series,  to establish  from
time to time the  number of shares to be  included  in such  series,  to fix the
rights,  preferences and privileges of the shares of each wholly unissued series
and any qualifications,  limitations or restrictions thereon, and to increase or
decrease  the number of shares of any such  series  (but not below the number of
shares of such series then  outstanding)  without any further  vote or action by
the  stockholders.  The Board may authorize the issuance of preferred stock with
voting or  conversion  rights that could  adversely  affect the voting  power or
other  rights of the holders of the common  stock.  The  issuance  of  preferred
stock, while providing  flexibility in connection with possible acquisitions and
other  corporate  purposes,  could,  among  other  things,  have the  effect  of
delaying,  deferring  or  preventing  a change in  control of  Positron  and may
adversely  affect the market  price of the common stock and the voting and other
rights of the holders of common stock.  We currently have one class of preferred
stock outstanding,  which is the Series A 8% Cumulative  Convertible  Redeemable
Preferred Stock. Each shares of Series A Preferred Stock is convertible into one
share of common  stock.  The  conversion  price at which the Series A  Preferred
Stock is convertible into common stock is subject to adjustment based on certain
factors.  We may declare eight percent (8%)  dividends on the Series A Preferred
Stock in our  discretion.  Our Series A Preferred  Stock is senior to our common
stock on liquidation. Holders of our Series A Preferred Stock may vote on an "as
if" converted basis on any matter requiring shareholder vote. While the Series A
Preferred Stock is outstanding or any dividends remain unpaid, we may not pay or
declare dividends on our common stock.


                                  LEGAL MATTERS

The validity of the common stock being  offered  under this  prospectus  will be
passed  upon by  Allen  Matkins  Leck  Gamble  &  Mallory  LLP,  San  Francisco,
California. A partner of Allen Matkins holds 333,333 shares of Positron's common
stock,  representing less than 0.5% of Positron's outstanding common stock as of
December 31, 2000.


                                     EXPERTS

The  Consolidated  Financial  Statements  of Positron  for the fiscal year ended
December 31, 2000 appearing in Positron's  annual report filed on Form 10-KSB on
April 2, 2001 and  incorporated  herein by  reference  have been audited by Ham,
Langston and Brezina,  independent certified public accountants, as set forth in
their report appearing in that 10-KSB.  Those consolidated  financial statements
are incorporated herein by reference in reliance upon such report given upon the
authority of said firm as experts in accounting and auditing.


                    WHERE YOU CAN FIND ADDITIONAL INFORMATION

We file  annual,  quarterly  and current  reports,  proxy  statements  and other
information with the Securities and Exchange Commission. We have also filed with
the  Securities and Exchange  Commission a  registration  statement on Form SB-2
under the  Securities Act with respect to the common stock offered in connection
with this  prospectus.  This  prospectus does not contain all of the information
set forth in the  registration  statement.  We have omitted certain parts of the
registration  statement  in  accordance  with the rules and  regulations  of the
Commission. For further information with respect to us and our common stock, you
should  refer  to the  registration  statement.  Statements  contained  in  this
prospectus as to the contents of any contract or any other document  referred to
are not  necessarily  complete,  and, in each instance,  you should refer to the
copy of the  contract  or  document  filed as an exhibit to or  incorporated  by
reference in the registration statement. Each such statement is qualified in all
respects by reference to such exhibit.

You may read any  document  that we have filed or will file with the  Commission
without charge at the public reference  facilities  maintained by the Commission
at the following locations:

Room  1024,  450  Fifth  Street,  N.W.,  Washington,   D.C.  20549  and  at  the
Commission's  Regional  Offices  located at 7 World Trade Center,  New York, New
York 10048 and Northwest Atrium, 500 West Madison Street,  Suite 1400,  Chicago,
Illinois  60661.  Copies of such  materials can also be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington,  D.C.
20549 at prescribed  rates.  The Commission  also maintains a Worldwide Web site
(address:  http://www.sec.gov)  that  contains  reports,  proxy and  information
statements and other information  regarding registrants that file electronically
with the Commission.

You may obtain copies of all or any portion of the  documents  that we file with
the Commission from the Public Reference Section of the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W.,  Washington,  D.C. 20549, or by calling
the  Commission at  1-800-SEC-0330,  at prescribed  rates.  Our filings are also
available to the public at the Commission's Website at http://www.sec.gov.

The Commission  allows us to  "incorporate by reference" the information we file
with them,  which means that we can  disclose  important  information  to you by
referring you to those documents.  The information  incorporated by reference is
considered to be a part of this  Prospectus,  and information that we later file
with the Commission will automatically update and supersede this information. We
incorporate  by reference the documents  listed below and any future  filings we
will make with the Commission  under Sections  13(a),  13(c), 14 or 15(d) of the
Securities Exchange Act of 1934.

          o    Our  annual  report on Form  10-KSB  for the  fiscal  year  ended
               December 31, 2000; and

          o    Our Proxy  Statement  dated June 16, 2000  relating to the Annual
               Meeting of Stockholders held on July 14, 2000.

You may  request a copy at no cost by writing  or  calling  us at the  following
address and  telephone  number:  1304 Langham Creek Blvd.,  Suite 300,  Houston,
Texas 77084, (281) 492-7100.


                      DISCLOSURE OF COMMISSION POSITION ON
                 INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Pursuant to the Texas Business  Corporation  Law, our Articles of  Incorporation
exclude  personal  liability  on the part of our  directors  to us for  monetary
damages  based  upon any  violation  of their  fiduciary  duties  as  directors,
provided the director acted in good faith,  reasonably  believed the conduct was
in the best  interests  of the  corporation  and had no  reason to  believe  the
conduct was  unlawful.  Our  Articles of  Incorporation  and our Bylaws  require
indemnification  of  directors  and  officers of the  registrant  to the fullest
extent  permitted by the Texas Business  Corporation Law for claims against them
in their official capacities, including stockholders' derivative actions.

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933 may be permitted to directors,  officers or persons controlling us pursuant
to the  foregoing  provisions,  we are  informed  that  in  the  opinion  of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act and is therefore unenforceable.


<PAGE>


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Information Incorporated by Reference
-------  -------------------------------------

We incorporate by reference the documents listed below and previously filed with
the Securities and Exchange Commission:

         (a) The Registrant's latest Annual Report on Form 10-KSB.

         (b) All other reports filed by Registrant pursuant to Sections 13(a) or
         15(d) of the Exchange Act since the end of the fiscal year covered by
         the above-referenced Annual Report.

         (c) Description of our common stock contained in our registration
         statement on Form SB-2 filed with the Commission on February 14, 2000
         including all amendments and supplements.

         (d) In addition, all documents subsequently filed by us pursuant to
         Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
         1934 (the "Exchange Act"), prior to the filing of a post-effective
         amendment which indicates that all securities offered herein have been
         sold or which deregisters all securities then remaining unsold.

For  purposes of this  Registration  Statement,  any  document or any  statement
contained  in a document  incorporated  or deemed to be  incorporated  herein by
reference  shall be deemed to be  modified  or  superseded  to the extent that a
subsequently  filed  document  or a statement  contained  herein or in any other
subsequently filed document which also is or is deemed to be incorporated herein
by reference  modifies or  supersedes  such  document or such  statement in such
document. Any statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this Registration Statement.


Item 4.  Description of Securities
-------  -------------------------

Not applicable.


Item 5.  Interests of Named Experts and Counsel
-------  --------------------------------------

Legal matters in connection  with the shares of Common Stock were passed upon by
Allen  Matkins Leck Gamble & Mallory LLP, San  Francisco,  CA.  Members of Allen
Matkins Leck Gamble & Mallory LLP hold an aggregate of 333,333  shares of Common
Stock of the Company.


Item 6.  Indemnification of Officers and Directors
-------  -----------------------------------------

The  Company is a Texas  corporation.  Pursuant  to Article  2.02-1 of the Texas
Business  Corporation Law (the "BCL"), and the Company's bylaws, the Company has
committed  itself to indemnify its present and former  directors and officers to
the fullest extent  permitted or required by Texas law, which excludes  personal
liability on the part of its directors to the Company for monetary damages based
on any violation of their fiduciary  duties as directors,  provided the director
acted in good faith,  reasonably  believed the conduct was in the best interests
of the corporation or at least not opposed to the Company's best interests,  and
had  no  reason  to  believe  the  conduct  was  unlawful.  Our  Bylaws  require
indemnification of directors and officers to the fullest extent permitted by the
BCL  for  claims   against  them  in  their   official   capacities,   including
stockholders'  derivative actions.  In addition to authorizing  indemnification,
the BCL mandates  indemnification  against  reasonable  expenses incurred if the
director is successful,  on the merits or otherwise and/or if a court determines
that the director is entitled to indemnification.

Insofar as indemnification  for liabilities arising under the Securities Act may
be  permitted to  directors,  officers  and  controlling  persons of the Company
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the  opinion  of the  Securities  and  Exchange  Commission  (the  "SEC"),  such
indemnification  is against  public policy as expressed in the Securities Act of
1933,  as amended,  ("Securities  Act") and is therefore  unenforceable.  In the
event that a claim for indemnification  against such liabilities (other than our
payment of  expenses  incurred  or paid by a  director,  officer or  controlling
person in the successful defense of any action,  suit or proceeding) is asserted
by  such  director,  officer  or  controlling  person  in  connection  with  the
securities  being  registered,  we will,  unless in the  opinion of counsel  the
matter  has  been  settled  by  controlling  precedent,  submit  to a  court  of
appropriate  jurisdiction  the question  whether such  indemnification  by us is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

Expenses  incurred by an officer or  director  in  defending a civil or criminal
action,  suit or  proceeding  may be paid by the Company in advance of the final
disposition  of such action,  suit or proceeding  upon receipt of an affirmation
that the  officer  or  director  believes  in good  faith that (s)he has met the
standard of conduct necessary for  indemnification,  and an undertaking by or on
behalf of such  director  or officer to repay  such  amount if it is  ultimately
determined  that  he is  not  entitled  to be  indemnified  by  the  Company  as
authorized by the Company's  bylaws.  Such expenses  incurred by other employees
and  agents  may be so paid  upon  such  terms and  conditions,  if any,  as the
Company's board of directors deems appropriate.

The  Company's  board of directors may  authorize,  by a vote of a majority of a
quorum of the Company's board of directors, the Company to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the  Company,  or is or was  serving at the request of the Company as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise  against  any  liability  asserted  against
him/her and incurred by him/her in any such capacity,  or arising out of his/her
status as such,  whether or not the  Company  would have the power to  indemnify
him/her against such liability under the provisions of the Company's bylaws. The
Company's  board of directors may authorize the Company to enter into a contract
with any person who was or is a  director,  officer,  employee,  or agent of the
Company or is or was  serving  at the  request  of the  Company  as a  director,
officer,  employee or agent of another  corporation or enterprise  providing for
indemnification rights equivalent to those provided for in the Company's bylaws.


Item 7.  Exemption from Registration Claimed
-------  -----------------------------------

With respect to the 116,000 restricted shares of Common Stock being reoffered by
the Selling Stockholders pursuant to this Registration  Statement,  the issuance
of these  shares by the  Company to the  Selling  Stockholders  was  effected in
reliance  upon an exemption  from this  registration  under  Section 4(2) of the
Securities  Act of  1933,  as  amended,  by an  issuer  not  involving  a public
offering.


Item 8.  Exhibits
-------  --------

 Exhibits                             Description
--------------------------------------------------------------------------------

   3.1                   Amended and Restated  Certificate of  Incorporation  of
                         Registrant (incorporated by reference to Exhibit 3.1 of
                         the Company's Registration Statement on Form SB-2 (File
                         No. 33-68722).)

   3.2                   Amended and Restated Bylaws of Registrant (incorporated
                         by   reference   to  Exhibit   3.2  to  the   Company's
                         Registration   Statement   on  Form   SB-2   (File  No.
                         33-68722).)

   4.1                   1994   Incentive   and  Non   Statutory   Option   Plan
                         (incorporated   by   reference  to  Exhibit  A  to  the
                         Company's  Definitive  Proxy Statement on Schedule 14A,
                         May 2, 1994)

   4.2                   1999 Stock  Option Plan  (incorporated  by reference to
                         Exhibit 10.63 to the Company's  Registration  Statement
                         on Form SB-2 (File No. 333-30316).)

   4.3                   1999   Non-Employee   Directors'   Stock   Option  Plan
                         (incorporated  by  reference  to  Exhibit  10.64 to the
                         Company's Registration Statement on Form SB-2 (File No.
                         333-30316).)

   4.4                   1999  Stock  Bonus  Incentive  Plan   (incorporated  by
                         reference   to   Exhibit   10.65   to   the   Company's
                         Registration   Statement   on  Form   SB-2   (File  No.
                         333-30316).)

   4.5                   1999  Employee  Stock  Purchase Plan  (incorporated  by
                         reference   to   Exhibit   10.66   to   the   Company's
                         Registration   Statement   on  Form   SB-2   (File  No.
                         333-30316).)

   5.1                   Opinion of Allen, Matkins, Leck, Gamble & Mallory LLP

   23.1                  Consent of Ham, Langston & Brezina

   23.2                  Consent of Allen,  Matkins,  Leck, Gamble & Mallory LLP
                         (included in Exhibit 5.1)

   24.1                  Power of Attorney  (Incorporated  by  reference  in the
                         signature page to the Registration Statement)

---------------------


Item 9.  Undertakings
-------  ------------

         (a)      The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this registration statement:

                    (i) To include any prospectus  required by Section  10(a)(3)
               of the Securities Act;

                    (ii) To  reflect  in the  prospectus  any  facts  or  events
               arising after the effective  date of the  registration  statement
               (or the most  recent  post-effective  amendment  thereof)  which,
               individually or in the aggregate,  represent a fundamental change
               in the  information  set  forth  in the  Registration  Statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of  securities  offered (if the total dollar value of  securities
               offered  would not  exceed  that  which was  registered)  and any
               deviation  from  the low or  high  and of the  estimated  maximum
               offering  range may be reflected in the form of prospectus  filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the  changes  in  volume  and price  represent  no more than a 20
               percent change in the maximum aggregate  offering price set forth
               in the  "Calculation of Registration  Fee" table in the effective
               registration statement;

                    (iii) To include any  material  information  with respect to
               the  plan  of  distribution  not  previously   disclosed  in  the
               registration statement or any material change to such information
               in the Registration Statement;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  Registrant  pursuant  to Section 13 or Section  15(d) of the
Exchange Act that are incorporated by reference in the registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act that is  incorporated  by reference in the  Registration  Statement
shall be deemed to be a new  registration  statement  relating to the securities
offered herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant  pursuant to the  Registrant's  Amended and Restated  Certificate  of
Incorporation and Bylaws, and the Texas Business  Corporation Law, or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the  Securities  Act and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the  Registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities Act and will be governed by the final adjudication of such issue.


                                   SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Houston, Texas on April 17, 2001.


                                POSITRON CORPORATION



                                By: /s/  Gary H. Brooks
                                  ----------------------------------------------
                                Name:    Gary H. Brooks
                                Title:   President


                                POWER OF ATTORNEY

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears below constitutes and appoints Gary H. Brooks his attorney-in-fact, each
with the power of  substitution,  for him in any and all  capacities to sign any
and all  amendments to this  Registration  Statement  (including  post-effective
amendments) and to file the same,  with exhibits  thereto and other documents in
connection  therewith,  with the  Securities  and  Exchange  Commission,  hereby
ratifying  and  confirming  all  that  each  of said  attorneys-in-fact,  or his
substitute or substitutes, may do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

    Signature                           Capacity                       Date
    ---------                           --------                       ----


 /s/ S. Lewis Meyer          Chairman of the Board               April 11, 2001
-----------------------
S. Lewis Meyer

/s/ Gary H. Brooks           President, Chief Financial          April 10, 2001
-----------------------      Officer, and Director
Gary H. Brooks               (Principal Executive Officer,
                             Principal Financial Officer)

/s/  Sachio Okamura          Director                            April 12, 2001
-----------------------
Sachio Okamura

                             Director                            April __, 2001
-----------------------
Antonio P. Falcao



<PAGE>





                                INDEX TO EXHIBITS

 Exhibit
 Number                             Description
--------------------------------------------------------------------------------

  3.1          Amended and Restated  Certificate of  Incorporation of Registrant
               (incorporated  by  reference  to  Exhibit  3.1 of  the  Company's
               Registration Statement on Form SB-2 (File No. 33-68722).)

  3.2          Amended  and  Restated  Bylaws  of  Registrant  (incorporated  by
               reference to Exhibit 3.2 to the Company's  Registration Statement
               on Form SB-2 (File No. 33-68722).) .

  4.1          1994  Incentive and Non Statutory  Option Plan  (incorporated  by
               reference  Exhibit A to the Company's  Definitive Proxy Statement
               on Schedule 14A, May 2, 1994)

  4.2          1999 Stock  Option Plan  (incorporated  by  reference  to Exhibit
               10.63 to the Company's  Registration Statement on Form SB-2 (File
               No. 333-30316).)

  4.3          1999 Non-Employee  Directors' Stock Option Plan  (incorporated by
               reference  to  Exhibit  10.64  to  the   Company's   Registration
               Statement on Form SB-2 (File No. 333-30316).)

  4.4          1999 Stock Bonus  Incentive  Plan  (incorporated  by reference to
               Exhibit  10.65 to the  Company's  Registration  Statement on Form
               SB-2 (File No. 333-30316).)

  4.5          1999 Employee Stock Purchase Plan  (incorporated  by reference to
               Exhibit  10.66 to the  Company's  Registration  Statement on Form
               SB-2 (File No. 333-30316).)

  5.1          Opinion of Allen, Matkins, Leck, Gamble & Mallory LLP

  23.1         Consent of Ham, Langston & Brezina

  23.2         Consent of Allen,  Matkins,  Leck, Gamble & Mallory LLP (included
               in Exhibit 5.1)

  24.1         Power of Attorney  (Incorporated  by reference  in the  signature
               page to the Registration Statement)




<PAGE>
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As filed with the Securities and Exchange Commission on April 17, 2001
                                                           Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              POSITRON CORPORATION

         Texas                                            76-0083622
(State of Incorporation)                 (I.R.S. Employer Identification Number)

            1304 Langham Creek Drive, Suite 300, Houston, Texas 77084

                  1994 Incentive and Non-Statutory Option Plan
                             1999 Stock Option Plan
                 1999 Non-Employee Directors' Stock Option Plan
                         1999 Stock Bonus Incentive Plan
                        1999 Employee Stock Purchase Plan

                                 Gary H. Brooks
            1304 Langham Creek Drive, Suite 300, Houston, Texas 77084

                                 (781) 492-7100

                                   Copies to:
                              Roger S. Mertz, Esq.
                   Allen, Matkins, Leck, Gamble & Mallory LLP
                           333 Bush Street, Suite 1700
                         San Francisco, California 94104
                            Telephone: (415) 837-1515
                            Facsimile: (415) 837-1516
CALCULATION OF REGISTRATION FEE
================================================================================
                                                                                                Proposed Maximum
                Title of Securities                        Amount          Proposed Maximum         Aggregate          Amount of
                  To Be Registered                          To Be         Offering Price Per   Offering Price (2)   Registration Fee
                                                        Registered(1)            Unit
----------------------------------------------------- ------------------- --------------------- -------------------- ---------------
Common Stock, $.01 par value  ...................        147,495  shares           $0.14                $20,649.30

----------------------------------------------------- ------------------- --------------------- -------------------- ---------------
Common Stock, $.01 par value  ...................     4,000,000 shares             $0.14               $560,000.00

----------------------------------------------------- ------------------- --------------------- -------------------- ---------------
Common Stock, $.01 par value  ...................       500,000 shares             $0.14                 $70,000.00

----------------------------------------------------- ------------------- --------------------- -------------------- ---------------
Common Stock, $.01 par value  ...................       884,000 shares             $0.14               $123,760.00

----------------------------------------------------- ------------------- --------------------- -------------------- ---------------
Common Stock, $.01 par value  ...................       116,000 shares             $0.14                $16,240.00
----------------------------------------------------- ------------------- --------------------- -------------------- ---------------
Common Stock, $.01 par value  ...................       500,000 shares             $0.14                $70,000.00

----------------------------------------------------- ------------------- --------------------- -------------------- ---------------
Total                                                 6,147,495 shares             $0.14               $860,649.30      $239.26
===================================================== =================== ===================== ==================== ===============
(1)  This Registration Statement also covers an indeterminate number of shares
     of common stock of the Registrant which may be issuable by reason of stock
     dividends, stock splits or similar transactions, in accordance with Rule
     416.
(2)  Estimated solely for the purpose of computing the amount of the
     registration fee pursuant to Rule 457(c) and (h)(1), based on the closing
     price of Registrant's Common Stock reported on the over-the-counter market
     on April 11, 2001.
EXPLANATORY NOTE

Positron Corporation  ("Positron" or the "Company" or "Registrant") has prepared
this  Registration  Statement in accordance  with the  requirements  of Form S-8
under the  Securities  Act of 1933,  as amended  (the "1933  Act"),  to register
shares  of the  Company's  common  stock,  $.01 par value  per  share,  issuable
pursuant to the Company 1994 Incentive and  Non-Statutory  Option Plan, the 1999
Stock Option Plan, the 1999 Non-Employee  Directors' Stock Option Plan, the 1999
Stock Bonus Incentive Plan, and the 1999 Employee Stock Purchase Plan.

Under cover of this Form S-8 is a Reoffer  Prospectus  of  Positron  prepared in
accordance  with Part I of Form S-3 under the 1933 Act. This Reoffer  Prospectus
has been prepared  pursuant to Instruction C of Form S-8, in accordance with the
requirements  of Part I of Form S-3, and may be used for reofferings and resales
on a continuous  or delayed basis in the future of up to an aggregate of 116,000
"restricted  securities"  which have been issued  pursuant the employee  benefit
plans of the Company.  Nonetheless,  the amount of  securities  to be offered or
resold by each  person by means of this  Reoffer  Prospectus  may not exceed the
volume limitations specified in Rule 144(e).

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) prospectus

Positron will send or give the documents containing the information specified in
Part I of Form S-8 to  employees as  specified  by the  Securities  and Exchange
Commission (the "Commission") Rule 428(b)(1) under the 1933 Act. Positron is not
required  to file these  documents  with the  Commission  either as part of this
Registration  Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 of the 1933 Act.  These  documents  and the documents  incorporated  by
reference in this Registration  Statement  pursuant to Item 3 of Part II of this
Form S-8, taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.
REOFFER PROSPECTUS

                              POSITRON CORPORATION

                                    POSITRON

                                 116,000 Shares
                                  Common Stock

The  selling  stockholders  identified  in this  prospectus  are  offering up to
116,000  shares of common stock,  all of which are being  registered  for resale
only.  Positron  will not receive any of the proceeds from the sale of shares by
the selling stockholders.

Positron's common stock is traded on the over-the-counter securities market
("pink sheets"), and quoted on the NASD's Electronic Bulletin Board under the
symbol "POSC.OB". On April 11, 2001, the last reported sales price for the
common stock on the Electronic Bulletin Board was $0.14 per share.

Positron's  address and telephone  number of its principal  executive office is:
1304 Langham Creek Blvd., Suite 300, Houston, Texas 77084, (281) 492-7100.

Investing in our common stock involves a high degree of risk. See "Risk Factors"
beginning on page 2.

                             ----------------------------

Neither  the  Securities  and  Exchange  Commission  nor  any  state  securities
commission has approved or  disapproved  of these  securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.

                        ---------------------------------

                 The date of this prospectus is April 17, 2001.
TABLE OF CONTENTS
                                                                        Page No.

SUMMARY INFORMATION............................................................1

RISK FACTORS...................................................................1

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS..............................9

USE OF PROCEEDS...............................................................10

SELLING STOCKHOLDERS..........................................................10

PLAN OF DISTRIBUTION..........................................................10

DESCRIPTION OF SECURITIES TO BE REGISTERED....................................11

LEGAL MATTERS.................................................................12

EXPERTS.......................................................................12

WHERE YOU CAN FIND ADDITIONAL INFORMATION.....................................12

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
        SECURITIES ACT LIABILITIES............................................13

You should rely only on the information contained in this prospectus or to which
we have referred in this  prospectus.  We have not authorized  anyone to provide
information  different  from that  contained  in this  prospectus.  Neither  the
delivery of this  prospectus  nor sale of common  stock  means that  information
contained in this prospectus is correct after the date of this prospectus.  This
prospectus  is not an offer  to sell or  solicitation  of an offer to buy  these
shares of common  stock in any  circumstances  under which the  solicitation  is
unlawful.
SUMMARY INFORMATION

To  understand  this  offering  fully,  we  encourage  you to read  this  entire
prospectus carefully, including the risk factors and the documents we reference.

References  in this  document  to  "we,"  "us,"  and  "our"  refer  to  Positron
Corporation.

This prospectus contains forward-looking  statements.  The outcome of the events
described  in these  forward-looking  statements  is subject to risks and actual
results could differ  materially.  The section entitled "Risk Factors" and other
sections in this  prospectus  contain a  discussion  of some of the factors that
could contribute to those differences.

                                   The Company

We were  incorporated  in the State of Texas on December 20, 1983, and commenced
commercial  operations  in 1986.  We design,  manufacture,  market  and  service
advanced  medical  imaging  devices  utilizing   positron  emission   tomography
technology under our trade-name POSICAM(TM) systems.

                                  The Offering

The  following  shares  of common  stock  are  offered  for  resale  by  certain
stockholders  of  ours:

        o up  to  116,000  shares  of  common  stock  currently outstanding.

We will not receive any of the proceeds from the resale of these shares.

The amount of securities to be offered or resold by each person by means of this
Reoffer  Prospectus  may not  exceed the volume  limitations  specified  in Rule
144(e).

                                  RISK FACTORS

You should carefully consider the risks described below before making a decision
to buy our common stock. The risks and uncertainties described below are not the
only ones we face.  Additional risks and uncertainties not presently known to us
or that we currently  deem  immaterial may also  materially  impair our business
operations.

If any of the following risks actually occurs, our business, financial condition
or results of operations could be materially  adversely affected.  In such case,
the trading  price of our common  stock could  decline,  and you may lose all or
part of your  investment.  You should  also refer to the other  information  set
forth in this  prospectus,  including our financial  statements  and the related
notes.

If we  continue to  experience  losses in the future,  our  business,  financial
condition and growth prospects could be materially adversely affected.

We have had net losses in each fiscal year since we started  operations in 1986,
except for the most recently  completed FY 2000 . We expect to continue to incur
losses on an operating  basis for the  foreseeable  future on both an annual and
quarterly  basis.  Losses to date have occurred  primarily  because we have been
unable to sell our POSICAM systems in sufficient quantities to be profitable. In
addition,  because  the  price of each  POSICAM  system is so  significant,  our
revenues  fluctuate  significantly  from quarter to quarter and year to year. We
are not able to assure that we will ever achieve the level of operating revenues
needed to be profitable  in the future or, if we are able to become  profitable,
that we will be able to remain  profitable.  Because of these expected losses we
may not be able to implement our business  plans,  and our  business,  financial
condition and growth prospects could be materially adversely affected.

As of December 31, 2000, we had an  accumulated  deficit of  $50,994,000  as the
result of our history of net losses.  We believe  that it is likely that we will
continue to accumulate  deficits for the  foreseeable  future.  For fiscal years
1997 and 1998, our year-end financial  statements contained a qualification from
our independent accountants regarding the uncertainty of our ability to continue
as a going concern.  The year-end financial statements for fiscal years 1999 and
2000 did not contain such a qualification from our independent accountants.

If our new  management  is not able to improve  and expand our  operations,  our
business and results of operations could suffer.

Effective  January  22,  1999 we employed  Gary H.  Brooks as  president  of the
Company on a part-time basis and since  September 1, 1999 on a full-time  basis.
Mr. Brooks has assumed operating  responsibility  with a very limited management
team. If he is not able  simultaneously to stabilize our operations,  expand our
staff,  and improve and expand our  operations  quickly  and  dramatically,  our
financial  condition,  profitability  and growth  prospects  could be materially
adversely affected.

If we are unable to retain and attract qualified  personnel,  our business could
suffer.

Our ability to grow and our future  success  depend on our ability to  identify,
attract,  hire,  train,  retain and  motivate  other highly  skilled  technical,
managerial,  sales and marketing,  customer service and professional  personnel.
Competition for such employees is intense, particularly with the technical skill
set we  require,  and  there  can be no  assurance  that  we  will  be  able  to
successfully attract, assimilate or retain sufficiently qualified personnel. Our
failure to retain and attract the  necessary  technical,  managerial,  sales and
marketing, customer service personnel and experienced professionals could have a
material  adverse  effect on our  business,  financial  condition and results of
operations.

If the medical  community  does not embrace our  technology,  our  business  and
growth prospects will be materially adversely affected.

Positron  emission  tomography  imaging is an  accurate  non-invasive  method to
diagnose or assess the severity of coronary artery disease. Unlike other imaging
technologies,  positron  emission  tomography  technology  allows a physician to
determine whether blood flow to the heart muscle is normal,  thereby identifying
narrowed coronary  arteries,  and whether damaged heart muscle is viable and may
benefit from treatment such as bypass surgery or angioplasty. Nonetheless, there
are other non-invasive methods available to make such diagnoses. We believe that
acceptance  of our  products  and  services  will  depend  on  several  factors,
including:

     o    cost;

     o    reliability;

     o    availability of proprietary upgrades;

     o    reimbursement of positron emission tomography diagnostic procedures by
          healthcare insurers and/or the federal Medicare system;

     o    cost and reliability of maintenance; and

     o    ability to incorporate non-proprietary enhancements.

We  cannot  assure  you that our  technology  will gain  wide  acceptance  among
physicians,   medical   groups  and  hospitals  or  that  medical   groups  will
significantly  increase  their use of the  technology  for  diagnosis  and other
medical  applications.  If the market fails to continue to develop,  or develops
more slowly than  expected,  our business,  results of operations  and financial
condition  will  be  adversely  affected.  In  addition  we may be  unable,  for
technical  or  other   reasons,   to  develop  and  introduce  new  services  or
enhancements  of existing  technology and services in a timely manner,  and such
services and  enhancements  may not gain widespread  market  acceptance.  Any of
these things could have a material  adverse  affect on our business,  results of
operations and financial condition.

If there is a decrease in the demand for medical  diagnostic  imaging  equipment
and services of all types, our business could suffer.

Demand for high-end  medical  diagnostic  imaging  procedures and devices can be
adversely  affected by periods of economic slowdown or recession when the public
tends  to seek  less  expensive  medical  services  perceived  to be  almost  as
effective as those which are superior but more expensive.

If we are unable to  differentiate  ourselves from  competition in our industry,
our business and growth prospects could be harmed.

We face  competition  from three  other  commercial  manufacturers  of  positron
emission  tomography  systems  and from other  imaging  technologies,  primarily
single photon emission  computed  tomography.  In addition,  our current primary
competition  from  commercial  manufacturers  of  positron  emission  tomography
systems comes from General Electric Company,  Siemens Medical Systems, Inc. in a
joint venture with CTI, Inc. of Knoxville,  Tennessee and ADAC Medical  Systems.
All of these companies have substantially  greater financial,  technological and
personnel resources than we do.

Moreover, two Japanese  manufacturers,  Hitachi and Shimadzu,  have manufactured
and sold  positron  emission  tomography  scanners  in Japan  but not yet in the
United States.  These manufacturers  represent additional sources of competition
which  have  substantially   greater  financial,   technological  and  personnel
resources than do we.

The primary  competing  technology  in the nuclear  medicine  industry is SPECT,
which costs substantially less than our systems.  Several manufacturers of SPECT
systems are now offering multi-head systems, which have been modified to operate
in coincidence mode,  similar to a positron emission  tomography  scanner.  High
field magnetic  resonance  imaging  technology,  an advanced version of magnetic
resonance imaging, is in the development stage, but is a potential competitor to
positron emission tomography in certain neurology and oncology applications.  We
cannot  presently  predict  the future  competitiveness  of high field  magnetic
resonance imaging.

If  third  party  reimbursement  is  not  expanded  or is  otherwise  negatively
affected, it will severely affect our financial position.

Our systems are  purchased  or leased  primarily  by medical  institutions  that
provide health care services to their  patients.  Such  institutions or patients
typically bill or seek  reimbursement  from various  third-party  payors such as
Medicare,  Medicaid,  other governmental programs and private insurance carriers
for the charges  associated with the provided  healthcare  services.  We believe
that the market success of positron emission  tomography imaging depends largely
upon obtaining favorable coverage and reimbursement  policies from such programs
and carriers.

Prior to March 1995,  Medicare and Medicaid  did not provide  reimbursement  for
positron  emission  tomography   imaging.   Since  then  Medicare  and  Medicaid
reimbursement for positron emission tomography imaging have been, and we believe
may  continue to be,  very  restrictive.  We further  believe  that  restrictive
reimbursement  policies have had a very significant adverse affect on widespread
use of  positron  emission  tomography  imaging and have,  therefore,  adversely
affected our  business,  financial  condition,  results of  operations  and cash
flows.

In recent years, certain procedures have been approved for reimbursement.  We do
not know whether  additional  procedures will be approved for  reimbursement  by
appropriate regulators,  whether insurers will approve additional procedures for
reimbursement,  or whether the procedure  reimbursement level will be sufficient
to stimulate the positron emission tomography market.

Many insurance carriers currently consider positron emission  tomography imaging
to be an investigational procedure and do not reimburse for procedures involving
positron emission tomography imaging.

If third-party  coverage for positron emission  tomography  procedures using our
POSICAM  system  remains  unavailable,  it will likely  have a material  adverse
effect on our business,  financial  condition,  results of  operations  and cash
flows. We cannot assure that  reimbursement  policies for these  procedures will
change.

If we are not able to keep up with technological change, it will have a material
negative effect on our business.

Our industry is subject to rapid and significant technological change. There can
be no  assurance  that  our  POSICAM  systems  can be  upgraded  to meet  future
innovations  in  the  positron   emission   tomography   industry  or  that  new
technologies  will not emerge,  or existing  technologies  will not be improved,
which would render our products obsolete or non-competitive.  Our competitors in
the United States, as described above, have significantly  greater financial and
technical  resources and  production and marketing  capabilities  than we do. In
addition,  there can be no  assurance  that other  established  medical  imaging
companies, any of which would likely have greater resources than we do, will not
enter the market. We also face competition from other imaging technologies which
are more firmly  established  and have a greater  market  acceptance,  including
single photon emission  computed  tomography.  There can be no assurance that we
will be able to compete successfully against any of our competitors.

If we are  not  able to  firmly  establish  market  acceptance,  it will  have a
material negative effect on our business.

Our POSICAM systems  involve new technology that competes with more  established
diagnostic  techniques.  The purchase and  installation  of a positron  emission
tomography system involves a significant  capital expenditure on the part of the
purchaser.  A potential  purchaser of a positron emission tomography system must
have an available  patient base that is large enough to provide the  utilization
rate needed to justify such capital expenditure.  There can be no assurance that
positron emission tomography  technology or our POSICAM systems will be accepted
by the  target  markets or that the  Company's  sales of  POSICAM  systems  will
increase or that we will ever be profitable.

If our physical  facilities are inadequate to our  manufacturing  needs, it will
have a material  negative effect on our ability to manufacture and  consequently
sell our primary product.

We believe we currently  have the ability to assemble our scanners in a discrete
area of our  corporate  facility  located in Houston,  Texas.  We cannot  assure
however that our manufacturing facilities will remain adequate.

If our supply of essential  parts and materials is severely  interrupted,  or if
these  products  fail to  continue  to meet our  needs,  it will have a material
adverse effect on our business.

There are  several  essential  components  of our  systems  which we obtain from
limited or sole sources, including bismuth germinate oxide crystals which detect
positron emissions,  and photo-multiplier  tubes, which convert the light energy
emitted  by  the  crystals  into  electrical  impulses  for  use  in  the  image
reconstruction  process. We cannot assure that alternate supply arrangements can
be made or if made  that  they  will  provide  sufficient  quantities  of  those
components on a timely or uninterrupted  basis.  Further,  we cannot assure that
the cost of  supplies  will  not  rise  significantly  or that  components  from
alternate  suppliers  will  continue  to meet  our  needs  and  quality  control
requirements.

If our  patents  and other  proprietary  technology  fail to provide  meaningful
protection  from  competitors,  it could have a material  adverse  effect on our
business.

We hold certain  patent and trade secret rights  relating to various  aspects of
our positron emission tomography technology, which are of material importance to
us and our  future  prospects.  There  can be no  assurance,  however,  that our
patents  will  provide  meaningful  protection  from  competitors.   Even  if  a
competitor's  products  were to  infringe  on the  patents we hold,  it would be
costly for us to enforce our rights,  and efforts at  enforcement  would  divert
funds and resources from our operations.  Furthermore, there can be no assurance
that our products will not infringe on any patents of others.

In  addition,  we  require  our  employees  and  consultants  to  enter  into  a
confidentiality  agreement  designed  to assist in  protecting  our  proprietary
rights.  There can be no assurance that these agreements will provide meaningful
protection or adequate remedies for our trade secrets or proprietary know-how in
the event of unauthorized use or disclosure of such information,  or that others
will not independently develop substantially  equivalent proprietary information
and  techniques or otherwise  gain access to our trade  secrets and  proprietary
know-how.

If we are unable to continue to conduct and support research and development, it
will have a material  adverse  affect on our  ability to develop and improve our
systems.

Our systems  are based on  proprietary  technology  initially  developed  at the
University of Texas Health Science Center under a multi-million  dollar research
program begun in 1979.  Since that time,  we have funded the  necessary  further
product  development and  commercialization  of the system.  These are expensive
activities  which are critical to our ability to develop and  maintain  improved
systems.  During fiscal years 1997, 1998 and the first half of fiscal year 1999,
we did not have sufficient funds to conduct substantial research and development
activities.  There  can be no  assurance  that our  inability  to  conduct  such
activities  during that period will not have an adverse effect on our ability to
do so in the future, or that any continuing inability to conduct such activities
will  not have a  material  adverse  affect  on our  business  as a whole in the
future.

If our  marketing  strategy  is  unsuccessful,  it will have a material  adverse
affect on our business.

Our initial marketing strategy targeted clinical cardiology based on the initial
research  conducted at the  University  of Texas.  With the  development  of the
POSICAM(TM) HZ and POSICAM(TM) HZL series of machines,  we are pursuing the full
oncology,   cardiology  and  neurology  related  positron  emission   tomography
application  markets.  To  market  our  systems  in all these  markets,  we rely
primarily on referrals from users of our existing installed  scanners,  clinical
presentations at professional conferences, and articles in trade journals. There
is no  assurance  that such a strategy  is  sufficiently  aggressive  to compete
against larger, better funded competitors.

If we are unable to successfully recruit and retain qualified personnel, it will
have a material adverse affect on our business.

Our success  depends to a  significant  degree on the  efforts of our  executive
officers and key employees. The loss or unavailability of the services of any of
our key personnel could have a material  adverse effect on our  operations.  Our
success also depends on our ability to attract and retain qualified personnel in
all areas of our business,  particularly  management,  research,  marketing, and
engineering.  There can be no assurance that we will be able to continue to hire
and  retain a  sufficient  number of  qualified  personnel.  If we are unable to
retain and attract such qualified personnel, our business, operating results and
cash flows could be adversely affected.

If we  are  unable  to  meet  government  regulatory  requirements  or if  those
requirements become substantially more difficult to meet, it may have a material
adverse effect on our ability to market and sell our products.

Various aspects of testing,  manufacturing,  labeling, selling, distributing and
promoting our systems and the radiopharmaceuticals used with them are subject to
regulation   on  the  federal   level  by  the  United   States  Food  and  Drug
Administration  and in Texas by the Texas Department of Health and other similar
state agencies. In addition,  sales of medical devices outside the United States
may be subject to foreign regulatory  requirements that vary widely from country
to  country.   The  FDA  regulates   medical   devices  based  on  their  device
classification.  Our device is listed as a Class II medical device, whose safety
and effectiveness are regulated by the use of special controls such as published
performance standards.  To date, the FDA has not published performance standards
for positron emission  tomography  systems.  If the FDA does publish performance
standards for positron emission  tomography  systems,  there can be no assurance
that the standards  will not have a potentially  adverse  effect on our product,
including  substantial  delays in  manufacturing  or  disrupting  our  marketing
activities.  Other FDA controls,  reporting  requirements  and regulations  also
apply to  manufacturers  of medical  devices,  including:  reporting  of adverse
events and  injuries,  and the  mandatory  compliance  with the  Quality  System
Regulations commonly known as Good Manufacturing Practices.

In addition to the regulatory  requirements  affecting the day to day operations
of our  product,  the  FDA  requires  medical  device  manufacturers  to  submit
pre-market  clearance  information  about  proposed  new  devices  and  proposed
significant  changes to existing  devices prior to their  introduction  into the
stream of commerce. This process, commonly referred to as a 510(k) Clearance, is
an extensive written summary of performance information, comparative information
with  existing  medical  devices,  product  labeling  information,   safety  and
effectiveness information, intended use information, and the like. Until the FDA
has had the  opportunity to thoroughly  review and "clear" the  submission,  the
product  cannot be  commercially  distributed.  Although  the FDA is required to
respond to all pre-market  notifications  within ninety days of receiving  them,
the FDA often takes longer to respond.  Once the FDA has cleared the device,  it
notifies the manufacturer in terms of a "substantial  equivalence"  letter.  The
manufacturer may begin marketing the new or modified device when it receives the
substantial  equivalence letter. If the FDA requires  additional  information or
has  specific  questions,  or if the company is notified  that the device is not
"substantially  equivalent"  to a device which has already been cleared,  it may
not begin the market the device. A non-substantial  equivalence determination or
requests for additional  information of a new or significantly  modified product
could materially affect our financial results and operations.

Moreover,  the FDA routinely inspects medical device  manufacturers to determine
compliance  with the Quality  System  Regulations,  and conducted such a routine
inspection of our operations in July 1999.  The inspection  resulted in issuance
of  four  inspectional  observations,  identifying  minor  discrepancies  in our
internal  operation  procedures for collection and analysis of service  records,
data  input of  information  for  software  testing  and the review of a quality
report. We have instituted  adequate  corrective measures for these inspectional
observations and have provided that information to the FDA.

In addition to complying with federal requirements,  we are required under Texas
state  law to  register  with  the  state  Department  Health  with  respect  to
maintaining   radiopharmaceuticals   on  premises  for  testing,   research  and
development  purposes.  In the  past  we have  received  notice  of  only  minor
violations  which were promptly and easily corrected and we believe that we have
taken adequate  measures to prevent the recurrence of any violations.  There is,
however,  no  assurance  that  violations  will  not  occur in  future.  If such
violations  occur,  they could have a material adverse effect on our operations.
In  addition,  Texas  state law  requires a safety  evaluation  of devices  that
contain  radioactive  materials.  We are in the process of  registering  our PET
scanners with the Texas Department of Health, Bureau of Radiation Control, as we
plan to expand into the mobile PET market.

Our operations and the operations of PET systems are subject ot regulation under
federal and state health safety laws,  and  purchasers  and users of PET systems
are subject to federal and state laws and regulations  regarding the purhcase of
medical equipment such as PET systems. All laws and regulations, including those
specifically  applicable  to us, are subject to change.  We cannot  predict what
effect changes in laws and  regulations  might have on our business.  Failure to
comply with  applicable  laws and  regulatory  requirements  could have material
adverse effect on our business,  financial  condition,  results of operation and
cash flow.

Further,  sales of medical devices outside the country may be subject to foreign
regulatory requirements. These requirements vary widely from country to country.
There is no assurance  that the time and effort  required to meet those  varying
requirements  may not adversely  affect our ability to distribute our systems in
some countries.

If we  do  not  minimize  the  negative  effect  of  prolonged  working  capital
deficiencies,  it will have a  material  adverse  effect on our  business  going
forward.

Particularly  during fiscal years 1997,  1998 and the first half of 1999, we had
minimal amounts of working  capital,  and were unable to timely meet some of our
obligations  as they came due.  As a result,  we were in  arrears to many of our
vendors and  supplier.  We also  deferred  paying  salaries  and  certain  other
benefits  to certain  management  level  employees.  After  receiving  a capital
infusion  in  August  1999 in  connection  with the  completion  of the  private
placement,  we have remedied most of those arrearages,  and adopted a program to
meet all of our other obligations. There is no assurance, however, that everyone
to whom payments are still owed will cooperate  with this program.  Such failure
to  cooperate  could have an adverse  affect on our  ability  to  implement  the
program in an orderly fashion.

If we are unable to return to  eligibility  for  listing on the NASDAQ  SmallCap
Market, the market price of our stock could be adversely affected.

Our common stock was listed previously on the NASDAQ SmallCap Market.  There are
certain  standards  regarding capital and surplus for the continued listing of a
security on the NASDAQ SmallCap Market. In 1997 we failed to maintain our NASDAQ
stock market listing. We do not now meet the relisting  requirements and may not
do so for some time in the future.  There can be no assurance  that we will ever
meet the capital and surplus  requirements  needed to be re-listed on the NASDAQ
SmallCap Market.

Trading of our common  stock is  currently  conducted  on the NASD's  Electronic
Bulletin  Board.  Trading  in our common  stock is covered by rules  promulgated
under the Exchange Act for non-NASDAQ and non-exchange listed securities.  Under
such rules,  broker/dealers  who recommend such securities to persons other than
established  customers  and  accredited  investors  must make a special  written
suitability  determination for the purchaser and receive the purchaser's written
agreement to a transaction prior to sale. Securities are exempt from these rules
if the  market  price is at least  $5.00 per  share.  As of April 2,  2001,  the
closing price of our common stock was less than $1.00. In addition,  the SEC has
adopted  regulations  that  generally  define  a penny  stock  to be any  equity
security  that has a market  price of less than  $5.00  per  share,  subject  to
certain  exceptions.  Our common stock is currently  subject to such penny stock
rules. The regulations require the delivery,  prior to any transaction involving
a penny stock,  of a disclosure  schedule  explaining the penny stock market and
the risks  associated with penny stocks.  As a penny stock, the market liquidity
for our common  stock is  severely  affected  due to the  limitations  placed on
broker/dealers that sell our common stock in the public market.

If we are unable to develop  beneficial  financing  arrangements,  it may have a
negative effect on our financial position going forward.

In order to sell our POSICAM  systems,  we have found it necessary  from time to
time to  participate  in ventures  with certain  customers  or otherwise  assist
customers in their  financing  arrangements.  These  venture  arrangements  have
involved  lower cash  prices for our systems in exchange  for  interests  in the
venture.  These  arrangements  expose us to the attendant  business risks of the
ventures.  In  certain  instances,   we  have  sold  our  systems  to  financial
intermediaries,  which have, in turn,  leased the system.  Such transactions may
not give rise to the same economic  benefit as would have occurred had we made a
direct cash sale at our regular market price on normal sales terms. There can be
no assurance that we will not find it necessary to enter similar transactions to
effect  future  sales.  Moreover,  the nature and extent of our interest in such
ventures or the existence of remarketing or similar obligations could require us
to account for such transactions as financing  arrangements  rather than "sales"
for  financial  reporting  purposes.  Such  treatment  could  have the effect of
delaying the  recognition of revenue on such  transactions  and may increase the
volatility of our financial results.

If we are subject to substantial third party liability  claims,  particularly if
the claims exceed our insurance coverage, it will have a material adverse effect
on our business.

The sale and use of our  products  exposes  us to  potential  product  liability
claims.  There can be no  assurance  that product  liability  claims will not be
successfully  asserted against us. We maintain  liability  insurance coverage in
the amount of $1 million per  occurrence and an annual  aggregate  maximum of $2
million.  However,  there can be no  assurance  that we will be able to maintain
such  insurance in the future or, if  maintained,  that such  insurance  will be
sufficient  in amount to cover any  successful  product  liability  claims.  Any
uninsured  liability  could  have a  material  adverse  effect on our  financial
position and operation.

Because we have never paid cash  dividends on our common stock and do not intend
to do so in the  foreseeable  future,  the price of our common  stock may remain
volatile.

We have never paid cash  dividends  on our common stock and do not intend to pay
cash  dividends  on our common  stock in the  foreseeable  future.  Our Series A
Preferred Stock  Statement of Designation  prohibits the payment of common stock
dividends until all required  dividends have been paid on our Series A preferred
stock.  As of December  31,  2000,  approximately  $183,000 of  preferred  stock
dividends were undeclared and unpaid.

Pending litigation  regarding  outstanding warrants could cause the market price
of our common stock to drop.

On September 26, 2000, ProFutures Capital Bridge Fund, L.P. (ProFutures) filed a
complaint against the Company in Colorado state court for declaratory relief and
breach  of  contract.  ProFutures  alleges  in its  complaint  that the  Company
breached four stock purchase  warrants when, on February 14, 2000, it registered
only  1,500,000  shares  of stock  underlying  ProFutures  warrants  instead  of
4,867,571  shares of stock.  ProFutures  claims  that it is entitled to purchase
these  additional  shares of stock  under the  anti-dilution  provisions  in its
warrants and as the result of Positron  sale of  additional  shares of stock and
issuance of additional  warrants.  ProFutures  has asked the Colorado  courts to
order the  Company to  register  the number of shares  ProFutures'  claims it is
entitled  to  purchase  under its  warrants  and for  damages  for breach of the
warrants in an unspecified amount.

Prior to being sued by  ProFutures,  the Company  notified  ProFutures  that its
board  of  directors  had  determined  that as a  result  of the  Imatron  stock
transaction  that  ProFutures  was  entitled to purchase an  additional  965,894
shares of common stock under its warrants.  Positron  believes that  ProFutures'
claim that it is entitled to purchase  additional  shares is without merit.  The
Company has retained  counsel and intends to vigorously  defend the  ProFutures'
lawsuit.  We cannot,  however,  provide  assurance as to the  outcome.  If it is
decided that  ProFutures is entitled  under its warrants to purchase some or all
of the claimed  additional shares of stock, upon the exercise of those warrants,
Positron's  shareholders  would  suffer  additional  dilution  and the  price of
Positron's common stock could drop.

If our quarterly  revenues and operating  results fluctuate  significantly,  the
price of our common stock is likely to be more volatile.

Due to the  substantial  price  of  each  system,  our  quarterly  revenues  and
operating results are likely to vary substantially from quarter to quarter. This
in turn may cause the price of our common  stock to be volatile.  A  substantial
decline  in our  stock  price is  possible  at any  time.  We  believe  that the
following  factors,   among  others,  could  affect  our  quarterly  results:

        o    fluctuations in sale of systems;

        o    the introduction of new products and services by our competitors;

        o    the  level of consumer interest and confidence in our products and
             services;

        o    the introduction of new products and services by us;

        o    the timing of our release of enhancements to our products and
             services;

        o    our ability to upgrade and  develop our  information  systems and
             operational infrastructure to accommodate growth;

        o    the timing and rate at which we increase  our expenses to support
             projected growth;

        o    the cost of compliance with federal and state government laws and
             regulations,  including  any  changes  in our  historic  business
             practices that could result from legal interpretations;

        o    any dispute involving our proprietary software;

        o    our  announcement  of  new  marketing  initiatives;

        o    technical difficulties or service interruptions;

        o    changes  in  our  operating   expenses  and   investment  in  our
             infrastructure;

        o    general  economic  conditions  in the United  States and economic
             conditions;

        o    changes in  estimates  of our  future  financial  performance  by
             securities analysts;

        o    additions  or   departures  of  key   executives   and  operating
             personnel; and

        o    sales of our common stock or other securities in the open market.

Accordingly,  we believe  period-to-period  comparisons of our operating results
are not  meaningful  and the results for any period should not be relied upon as
an indication of future performance.  Our operating results may fail to meet our
expectations  or those of analysts who follow us. Any such  failure  could cause
the price of our stock to decline substantially.

If previously  unregistered shares of our common stock are sold into the market,
it could cause the market price of our common stock to drop.

The  market  price of our  common  stock  could drop as a result of sales of the
shares covered by this prospectus in the market after the offering, or the price
could  remain  lower  because of the belief that such sales might  occur.  These
factors  could  make it more  difficult  for us to raise  funds  through  future
offerings of common stock.

As of April 11, 2001 Positron had  62,047,150  shares of common stock issued and
outstanding  and 510,219 shares of preferred  stock issued and  outstanding.  In
addition,  it has  reserved  24,560,000  common  shares  underlying  outstanding
warrants which are exercisable prior to their expiration.  Additional shares are
issuable  pursuant  to  anti-dilution  provisions  of the  Warrants.  Additional
unregistered  shares also will be tradable  under SEC Rule 144 by persons  other
than affiliates of ours.

We have  reserved an aggregate of  6,147,495  shares for issuance to  employees,
officers,  directors and consultants under the 1994 and 1999 Stock Option Plans,
the 1999  Non-Employee  Directors'  Stock  Option  Plan,  the 1999  Stock  Bonus
Incentive  Plan, and the 1999 Employee Stock Purchase Plan. To date,  options to
purchase  2,449,995  shares have been granted under such plans and are currently
outstanding.

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This  prospectus  contains  forward-looking  statements  within  the  meaning of
Section  27A of the  Securities  Act of 1933 (the "1933  Act"),  as amended  and
Section 21E of the Securities Exchange Act of 1934, as amended (the "1934 Act").
These statements relate to future events or our future financial performance and
involve known and unknown risks,  uncertainties and other factors that may cause
our or our  industry's  actual  results,  levels  of  activity,  performance  or
achievements  to be  materially  different  from any future  results,  levels of
activity,   performance   or   achievements   expressed   or   implied   by  the
forward-looking  statements.  These risks and other factors include those listed
under  "Prospectus  Summary,"  "Risk Factors" and elsewhere in this  prospectus.
Words such as "anticipate,"  "believe,"  "plan," "expect,"  "future,"  "intend,"
"could" and  similar  expressions  indicate  forward-looking  statements.  These
statements are only  predictions.  In evaluating  these  statements,  you should
specifically consider various factors,  including the risks outlined under "Risk
Factors" and the other information  contained in our publicly  available filings
with the Securities and Exchange Commission ("SEC").

You should not place undue reliance on any forward-looking statements.  Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity,  performance
or achievements.  Such  forward-looking  statements speak only as of the date of
this   prospectus.   Moreover,   neither  we  nor  any  other   person   assumes
responsibility  for the  accuracy  and  completeness  of  these  forward-looking
statements.  Except  as  otherwise  required  by  federal  securities  laws,  we
undertake  no  obligation  to  publicly  update  or revise  any  forward-looking
statements,  whether  as a result of new  information,  future  events,  changed
circumstances or any other reason after the date of this prospectus.

                                 USE OF PROCEEDS

We will not receive any  proceeds  from the sale of common  stock by the selling
stockholders.

                              SELLING STOCKHOLDERS

The common  shares of the Company to which this Reoffer  Prospectus  relates are
being  registered  for  reoffers  and resales by the Selling  Stockholders,  who
acquired  the Shares  pursuant  to the Stock  Bonus Plan as  consultants  to the
Company.  The  Selling  Stockholders  may resell  all, a portion or none of such
Shares  from time to time.  The table  below  sets  forth  with  respect to each
Selling Stockholder,  as of December 31, 2000 or a subsequent date if amended or
supplemented:  (i) the name of the Selling  Shareholder;  (ii) the nature of any
position,  office  or  other  material  relationship  with  the  Company  or our
affiliates  within  the past  three  years;  (iii) the  number of shares  owned,
including  shares issuable within 60 days of January 1, 2001 pursuant to options
or warrants and the percentage  ownership of the Selling  Stockholders  prior to
the offering;  (iv) the number of shares registered by this Reoffer  Prospectus;
and (v) the number and  percent of  outstanding  Shares that will be owned after
the sale of the registered Shares assuming the sale of all of the Shares offered
by each such Stockholder under this Reoffer Prospectus.
Shares Beneficially Owned                             Shares Beneficially Owned
                                             Prior to Offering                                     After Offering
                                        ---------------------------                            ---------------------------

     Name         Position       Number of         Number of          %          Shares          Number          %
     ----         --------      Outstanding     Shares Issuable      ---        Offered          -------       ------
                                  Shares        within 60 Days of              in Offering
                                ------------     April 11, 2001                -----------
                                                -----------------
Kendall, Amy     Consultant   5,000                 ___              *            5,000           ___            *

Lovell, Eric     Consultant   10,000                ___              *           10,000           ___            *

Serapio, Regina  Consultant   1,000                 ___              *            1,000           ___            *

Caires,          Consultant   100,000               ___              *           100,000          ___            *
Claudia

TOTAL                         116,000               ___                          116,000          ___
*Less than one percent

The  information  provided  in the  table  above  with  respect  to the  Selling
Stockholders  has been  obtained  from such  Selling  Stockholders.  Because the
Selling  Stockholders may sell all or some portion of the shares of common stock
beneficially owned by them, only an estimate (assuming each Selling  Stockholder
sells all of the shares offered  hereby) can be given as the number of shares of
common stock that will be beneficially  owned by the Selling  Stockholders after
this offering. In addition,  the Selling Stockholders may have sold, transferred
or otherwise disposed of, or may sell,  transfer or otherwise dispose of, at any
time of from time to time since the dates on which they provided the information
regarding  the  shares  of common  stock  beneficially  owned by them,  all or a
portion of the shares of common stock beneficially owned by them in transactions
exempt from the registration requirements of the 1933 Act.

                              PLAN OF DISTRIBUTION

The selling  stockholders may offer their shares at various times in one or more
of the  following  transactions:

          o    in the over-the-counter market;

          o    on any exchange on which the shares may hereafter be listed;

          o    in negotiated transactions other than on such exchanges;

          o    by pledge to secure debts and other obligations;

          o    in connection with the writing of non-traded and  exchange-traded
               call  options,  in hedge  transactions,  in  covering  previously
               established   short   positions   and  in   settlement  of  other
               transactions in standardized or over-the-counter options; or

          o    in a combination of any of the above transactions.

The selling  stockholders  may sell their shares at market prices  prevailing at
the time of sale,  at  prices  related  to such  prevailing  market  prices,  at
negotiated  prices  or  at  fixed  prices.  The  selling  stockholders  may  use
broker-dealers  to sell their shares.  The  broker-dealers  will either  receive
discounts or  commissions  from the selling  stockholders,  or they will receive
commissions  from  purchasers  of  shares.  In  addition,  some  of the  selling
stockholders  may be eligible  and may elect to sell some or all of their shares
pursuant  to  additional  exemptions  to the  registration  requirements  of the
Securities Act of 1933,  including but not limited to Rule 144 promulgated under
the Securities Act, rather than pursuant to this registration statement.

Under certain circumstances the selling stockholders and any broker-dealers that
participate in the  distribution may be deemed to be  "underwriters"  within the
meaning of the Securities Act. Any commissions  received by such  broker-dealers
and any  profits  realized  on the  resale of  shares by them may be  considered
underwriting  discounts and  commissions  under the Securities  Act. The selling
stockholders  may  agree  to  indemnify  such  broker-dealers   against  certain
liabilities,  including  liabilities  under the Securities Act. In addition,  we
have agreed to  indemnify  the selling  stockholders  with respect to the shares
offered hereby against certain liabilities,  including certain liabilities under
the Securities Act.

Under the rules and  regulations of the Exchange Act of 1934, any person engaged
in the  distribution  of the resale of shares may not  simultaneously  engage in
market  making  activities  with respect to our common stock for a period of two
business  days  prior to the  commencement  of such  distribution.  The  selling
stockholders  will also be subject to applicable  provisions of the Exchange Act
and  regulations  under the Exchange Act which may limit the timing of purchases
and sales of shares of our common stock by the selling stockholders.

The selling  stockholders  will pay all  commissions,  transfer taxes, and other
expenses  associated  with the sale of  securities by them.  The shares  offered
hereby are being registered pursuant to our contractual obligations, and we have
paid the expenses of the  preparation of this  prospectus.  We have not made any
underwriting arrangements with respect to the sale of shares offered hereby.

                   DESCRIPTION OF SECURITIES TO BE REGISTERED

Our authorized  capital stock  consists of  100,000,000  shares of common stock,
$0.01 par value per share, and 10,000,000  shares of preferred stock,  $0.01 par
value per shares. All of the shares being registered in this offering are common
stock.

Common Stock

Subject to preferences  that may apply to shares of preferred stock  outstanding
at the time, the holders of  outstanding  shares of common stock are entitled to
receive dividends out of assets legally available therefore at such times and in
such amounts as the Board may from time to time determine. Each holder of common
stock is entitled to one vote for each share of common stock held on all matters
submitted  to a vote of  stockholders.  Cumulative  voting for the  election  of
directors  is not  provided  for in our  Amended  and  Restated  Certificate  of
Incorporation,  which means that the  holders of a majority of the shares  voted
can elect all of the directors  then standing for election.  The common stock is
not  entitled  to  preemptive  rights  and  is  not  subject  to  conversion  or
redemption.  Upon a  liquidation,  dissolution  or winding-up  of Positron,  the
assets legally  available for  distribution  to stockholders  are  distributable
ratably  among the holders of the common stock and any  participating  preferred
stock outstanding at that time after payment of liquidation preferences, if any,
on any outstanding preferred stock and payment of other claims of creditors.

Preferred Stock

We are  authorized,  subject to limitations  prescribed by Texas law, to provide
for the issuance of preferred  stock in one or more  series,  to establish  from
time to time the  number of shares to be  included  in such  series,  to fix the
rights,  preferences and privileges of the shares of each wholly unissued series
and any qualifications,  limitations or restrictions thereon, and to increase or
decrease  the number of shares of any such  series  (but not below the number of
shares of such series then  outstanding)  without any further  vote or action by
the  stockholders.  The Board may authorize the issuance of preferred stock with
voting or  conversion  rights that could  adversely  affect the voting  power or
other  rights of the holders of the common  stock.  The  issuance  of  preferred
stock, while providing  flexibility in connection with possible acquisitions and
other  corporate  purposes,  could,  among  other  things,  have the  effect  of
delaying,  deferring  or  preventing  a change in  control of  Positron  and may
adversely  affect the market  price of the common stock and the voting and other
rights of the holders of common stock.  We currently have one class of preferred
stock outstanding,  which is the Series A 8% Cumulative  Convertible  Redeemable
Preferred Stock. Each shares of Series A Preferred Stock is convertible into one
share of common  stock.  The  conversion  price at which the Series A  Preferred
Stock is convertible into common stock is subject to adjustment based on certain
factors.  We may declare eight percent (8%)  dividends on the Series A Preferred
Stock in our  discretion.  Our Series A Preferred  Stock is senior to our common
stock on liquidation. Holders of our Series A Preferred Stock may vote on an "as
if" converted basis on any matter requiring shareholder vote. While the Series A
Preferred Stock is outstanding or any dividends remain unpaid, we may not pay or
declare dividends on our common stock.

                                  LEGAL MATTERS

The validity of the common stock being  offered  under this  prospectus  will be
passed  upon by  Allen  Matkins  Leck  Gamble  &  Mallory  LLP,  San  Francisco,
California. A partner of Allen Matkins holds 333,333 shares of Positron's common
stock,  representing less than 0.5% of Positron's outstanding common stock as of
December 31, 2000.

                                     EXPERTS

The  Consolidated  Financial  Statements  of Positron  for the fiscal year ended
December 31, 2000 appearing in Positron's  annual report filed on Form 10-KSB on
April 2, 2001 and  incorporated  herein by  reference  have been audited by Ham,
Langston and Brezina,  independent certified public accountants, as set forth in
their report appearing in that 10-KSB.  Those consolidated  financial statements
are incorporated herein by reference in reliance upon such report given upon the
authority of said firm as experts in accounting and auditing.

                    WHERE YOU CAN FIND ADDITIONAL INFORMATION

We file  annual,  quarterly  and current  reports,  proxy  statements  and other
information with the Securities and Exchange Commission. We have also filed with
the  Securities and Exchange  Commission a  registration  statement on Form SB-2
under the  Securities Act with respect to the common stock offered in connection
with this  prospectus.  This  prospectus does not contain all of the information
set forth in the  registration  statement.  We have omitted certain parts of the
registration  statement  in  accordance  with the rules and  regulations  of the
Commission. For further information with respect to us and our common stock, you
should  refer  to the  registration  statement.  Statements  contained  in  this
prospectus as to the contents of any contract or any other document  referred to
are not  necessarily  complete,  and, in each instance,  you should refer to the
copy of the  contract  or  document  filed as an exhibit to or  incorporated  by
reference in the registration statement. Each such statement is qualified in all
respects by reference to such exhibit.

You may read any  document  that we have filed or will file with the  Commission
without charge at the public reference  facilities  maintained by the Commission
at the following locations:

Room  1024,  450  Fifth  Street,  N.W.,  Washington,   D.C.  20549  and  at  the
Commission's  Regional  Offices  located at 7 World Trade Center,  New York, New
York 10048 and Northwest Atrium, 500 West Madison Street,  Suite 1400,  Chicago,
Illinois  60661.  Copies of such  materials can also be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington,  D.C.
20549 at prescribed  rates.  The Commission  also maintains a Worldwide Web site
(address:  http://www.sec.gov)  that  contains  reports,  proxy and  information
statements and other information  regarding registrants that file electronically
with the Commission.

You may obtain copies of all or any portion of the  documents  that we file with
the Commission from the Public Reference Section of the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W.,  Washington,  D.C. 20549, or by calling
the  Commission at  1-800-SEC-0330,  at prescribed  rates.  Our filings are also
available to the public at the Commission's Website at http://www.sec.gov.

The Commission  allows us to  "incorporate by reference" the information we file
with them,  which means that we can  disclose  important  information  to you by
referring you to those documents.  The information  incorporated by reference is
considered to be a part of this  Prospectus,  and information that we later file
with the Commission will automatically update and supersede this information. We
incorporate  by reference the documents  listed below and any future  filings we
will make with the Commission  under Sections  13(a),  13(c), 14 or 15(d) of the
Securities Exchange Act of 1934.

          o    Our  annual  report on Form  10-KSB  for the  fiscal  year  ended
               December 31, 2000; and

          o    Our Proxy  Statement  dated June 16, 2000  relating to the Annual
               Meeting of Stockholders held on July 14, 2000.

You may  request a copy at no cost by writing  or  calling  us at the  following
address and  telephone  number:  1304 Langham Creek Blvd.,  Suite 300,  Houston,
Texas 77084, (281) 492-7100.

                      DISCLOSURE OF COMMISSION POSITION ON
                 INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Pursuant to the Texas Business  Corporation  Law, our Articles of  Incorporation
exclude  personal  liability  on the part of our  directors  to us for  monetary
damages  based  upon any  violation  of their  fiduciary  duties  as  directors,
provided the director acted in good faith,  reasonably  believed the conduct was
in the best  interests  of the  corporation  and had no  reason to  believe  the
conduct was  unlawful.  Our  Articles of  Incorporation  and our Bylaws  require
indemnification  of  directors  and  officers of the  registrant  to the fullest
extent  permitted by the Texas Business  Corporation Law for claims against them
in their official capacities, including stockholders' derivative actions.

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933 may be permitted to directors,  officers or persons controlling us pursuant
to the  foregoing  provisions,  we are  informed  that  in  the  opinion  of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act and is therefore unenforceable.
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Information Incorporated by Reference
-------  -------------------------------------

We incorporate by reference the documents listed below and previously filed with
the Securities and Exchange Commission:

         (a) The Registrant's latest Annual Report on Form 10-KSB.

         (b) All other reports filed by Registrant pursuant to Sections 13(a) or
         15(d) of the Exchange Act since the end of the fiscal year covered by
         the above-referenced Annual Report.

         (c) Description of our common stock contained in our registration
         statement on Form SB-2 filed with the Commission on February 14, 2000
         including all amendments and supplements.

         (d) In addition, all documents subsequently filed by us pursuant to
         Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
         1934 (the "Exchange Act"), prior to the filing of a post-effective
         amendment which indicates that all securities offered herein have been
         sold or which deregisters all securities then remaining unsold.

For  purposes of this  Registration  Statement,  any  document or any  statement
contained  in a document  incorporated  or deemed to be  incorporated  herein by
reference  shall be deemed to be  modified  or  superseded  to the extent that a
subsequently  filed  document  or a statement  contained  herein or in any other
subsequently filed document which also is or is deemed to be incorporated herein
by reference  modifies or  supersedes  such  document or such  statement in such
document. Any statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities
-------  -------------------------

Not applicable.

Item 5.  Interests of Named Experts and Counsel
-------  --------------------------------------

Legal matters in connection  with the shares of Common Stock were passed upon by
Allen  Matkins Leck Gamble & Mallory LLP, San  Francisco,  CA.  Members of Allen
Matkins Leck Gamble & Mallory LLP hold an aggregate of 333,333  shares of Common
Stock of the Company.

Item 6.  Indemnification of Officers and Directors
-------  -----------------------------------------

The  Company is a Texas  corporation.  Pursuant  to Article  2.02-1 of the Texas
Business  Corporation Law (the "BCL"), and the Company's bylaws, the Company has
committed  itself to indemnify its present and former  directors and officers to
the fullest extent  permitted or required by Texas law, which excludes  personal
liability on the part of its directors to the Company for monetary damages based
on any violation of their fiduciary  duties as directors,  provided the director
acted in good faith,  reasonably  believed the conduct was in the best interests
of the corporation or at least not opposed to the Company's best interests,  and
had  no  reason  to  believe  the  conduct  was  unlawful.  Our  Bylaws  require
indemnification of directors and officers to the fullest extent permitted by the
BCL  for  claims   against  them  in  their   official   capacities,   including
stockholders'  derivative actions.  In addition to authorizing  indemnification,
the BCL mandates  indemnification  against  reasonable  expenses incurred if the
director is successful,  on the merits or otherwise and/or if a court determines
that the director is entitled to indemnification.

Insofar as indemnification  for liabilities arising under the Securities Act may
be  permitted to  directors,  officers  and  controlling  persons of the Company
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the  opinion  of the  Securities  and  Exchange  Commission  (the  "SEC"),  such
indemnification  is against  public policy as expressed in the Securities Act of
1933,  as amended,  ("Securities  Act") and is therefore  unenforceable.  In the
event that a claim for indemnification  against such liabilities (other than our
payment of  expenses  incurred  or paid by a  director,  officer or  controlling
person in the successful defense of any action,  suit or proceeding) is asserted
by  such  director,  officer  or  controlling  person  in  connection  with  the
securities  being  registered,  we will,  unless in the  opinion of counsel  the
matter  has  been  settled  by  controlling  precedent,  submit  to a  court  of
appropriate  jurisdiction  the question  whether such  indemnification  by us is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

Expenses  incurred by an officer or  director  in  defending a civil or criminal
action,  suit or  proceeding  may be paid by the Company in advance of the final
disposition  of such action,  suit or proceeding  upon receipt of an affirmation
that the  officer  or  director  believes  in good  faith that (s)he has met the
standard of conduct necessary for  indemnification,  and an undertaking by or on
behalf of such  director  or officer to repay  such  amount if it is  ultimately
determined  that  he is  not  entitled  to be  indemnified  by  the  Company  as
authorized by the Company's  bylaws.  Such expenses  incurred by other employees
and  agents  may be so paid  upon  such  terms and  conditions,  if any,  as the
Company's board of directors deems appropriate.

The  Company's  board of directors may  authorize,  by a vote of a majority of a
quorum of the Company's board of directors, the Company to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the  Company,  or is or was  serving at the request of the Company as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise  against  any  liability  asserted  against
him/her and incurred by him/her in any such capacity,  or arising out of his/her
status as such,  whether or not the  Company  would have the power to  indemnify
him/her against such liability under the provisions of the Company's bylaws. The
Company's  board of directors may authorize the Company to enter into a contract
with any person who was or is a  director,  officer,  employee,  or agent of the
Company or is or was  serving  at the  request  of the  Company  as a  director,
officer,  employee or agent of another  corporation or enterprise  providing for
indemnification rights equivalent to those provided for in the Company's bylaws.

Item 7.  Exemption from Registration Claimed
-------  -----------------------------------

With respect to the 116,000 restricted shares of Common Stock being reoffered by
the Selling Stockholders pursuant to this Registration  Statement,  the issuance
of these  shares by the  Company to the  Selling  Stockholders  was  effected in
reliance  upon an exemption  from this  registration  under  Section 4(2) of the
Securities  Act of  1933,  as  amended,  by an  issuer  not  involving  a public
offering.

Item 8.  Exhibits
-------  --------

 Exhibits                             Description
--------------------------------------------------------------------------------

   3.1                   Amended and Restated  Certificate of  Incorporation  of
                         Registrant (incorporated by reference to Exhibit 3.1 of
                         the Company's Registration Statement on Form SB-2 (File
                         No. 33-68722).)

   3.2                   Amended and Restated Bylaws of Registrant (incorporated
                         by   reference   to  Exhibit   3.2  to  the   Company's
                         Registration   Statement   on  Form   SB-2   (File  No.
                         33-68722).)

   4.1                   1994   Incentive   and  Non   Statutory   Option   Plan
                         (incorporated   by   reference  to  Exhibit  A  to  the
                         Company's  Definitive  Proxy Statement on Schedule 14A,
                         May 2, 1994)

   4.2                   1999 Stock  Option Plan  (incorporated  by reference to
                         Exhibit 10.63 to the Company's  Registration  Statement
                         on Form SB-2 (File No. 333-30316).)

   4.3                   1999   Non-Employee   Directors'   Stock   Option  Plan
                         (incorporated  by  reference  to  Exhibit  10.64 to the
                         Company's Registration Statement on Form SB-2 (File No.
                         333-30316).)

   4.4                   1999  Stock  Bonus  Incentive  Plan   (incorporated  by
                         reference   to   Exhibit   10.65   to   the   Company's
                         Registration   Statement   on  Form   SB-2   (File  No.
                         333-30316).)

   4.5                   1999  Employee  Stock  Purchase Plan  (incorporated  by
                         reference   to   Exhibit   10.66   to   the   Company's
                         Registration   Statement   on  Form   SB-2   (File  No.
                         333-30316).)

   5.1                   Opinion of Allen, Matkins, Leck, Gamble & Mallory LLP

   23.1                  Consent of Ham, Langston & Brezina

   23.2                  Consent of Allen,  Matkins,  Leck, Gamble & Mallory LLP
                         (included in Exhibit 5.1)

   24.1                  Power of Attorney  (Incorporated  by  reference  in the
                         signature page to the Registration Statement)

---------------------

Item 9.  Undertakings
-------  ------------

         (a)      The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this registration statement:

                    (i) To include any prospectus  required by Section  10(a)(3)
               of the Securities Act;

                    (ii) To  reflect  in the  prospectus  any  facts  or  events
               arising after the effective  date of the  registration  statement
               (or the most  recent  post-effective  amendment  thereof)  which,
               individually or in the aggregate,  represent a fundamental change
               in the  information  set  forth  in the  Registration  Statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of  securities  offered (if the total dollar value of  securities
               offered  would not  exceed  that  which was  registered)  and any
               deviation  from  the low or  high  and of the  estimated  maximum
               offering  range may be reflected in the form of prospectus  filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the  changes  in  volume  and price  represent  no more than a 20
               percent change in the maximum aggregate  offering price set forth
               in the  "Calculation of Registration  Fee" table in the effective
               registration statement;

                    (iii) To include any  material  information  with respect to
               the  plan  of  distribution  not  previously   disclosed  in  the
               registration statement or any material change to such information
               in the Registration Statement;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  Registrant  pursuant  to Section 13 or Section  15(d) of the
Exchange Act that are incorporated by reference in the registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act that is  incorporated  by reference in the  Registration  Statement
shall be deemed to be a new  registration  statement  relating to the securities
offered herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant  pursuant to the  Registrant's  Amended and Restated  Certificate  of
Incorporation and Bylaws, and the Texas Business  Corporation Law, or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the  Securities  Act and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the  Registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities Act and will be governed by the final adjudication of such issue.

                                   SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Houston, Texas on April 17, 2001.

                                POSITRON CORPORATION

                                By: /s/  Gary H. Brooks
                                  ----------------------------------------------
                                Name:    Gary H. Brooks
                                Title:   President

                                POWER OF ATTORNEY

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears below constitutes and appoints Gary H. Brooks his attorney-in-fact, each
with the power of  substitution,  for him in any and all  capacities to sign any
and all  amendments to this  Registration  Statement  (including  post-effective
amendments) and to file the same,  with exhibits  thereto and other documents in
connection  therewith,  with the  Securities  and  Exchange  Commission,  hereby
ratifying  and  confirming  all  that  each  of said  attorneys-in-fact,  or his
substitute or substitutes, may do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

    Signature                           Capacity                       Date
    ---------                           --------                       ----

 /s/ S. Lewis Meyer          Chairman of the Board               April 11, 2001
-----------------------
S. Lewis Meyer

/s/ Gary H. Brooks           President, Chief Financial          April 10, 2001
-----------------------      Officer, and Director
Gary H. Brooks               (Principal Executive Officer,
                             Principal Financial Officer)

/s/  Sachio Okamura          Director                            April 12, 2001
-----------------------
Sachio Okamura

                             Director                            April __, 2001
-----------------------
Antonio P. Falcao
INDEX TO EXHIBITS

 Exhibit
 Number                             Description
--------------------------------------------------------------------------------

  3.1          Amended and Restated  Certificate of  Incorporation of Registrant
               (incorporated  by  reference  to  Exhibit  3.1 of  the  Company's
               Registration Statement on Form SB-2 (File No. 33-68722).)

  3.2          Amended  and  Restated  Bylaws  of  Registrant  (incorporated  by
               reference to Exhibit 3.2 to the Company's  Registration Statement
               on Form SB-2 (File No. 33-68722).) .

  4.1          1994  Incentive and Non Statutory  Option Plan  (incorporated  by
               reference  Exhibit A to the Company's  Definitive Proxy Statement
               on Schedule 14A, May 2, 1994)

  4.2          1999 Stock  Option Plan  (incorporated  by  reference  to Exhibit
               10.63 to the Company's  Registration Statement on Form SB-2 (File
               No. 333-30316).)

  4.3          1999 Non-Employee  Directors' Stock Option Plan  (incorporated by
               reference  to  Exhibit  10.64  to  the   Company's   Registration
               Statement on Form SB-2 (File No. 333-30316).)

  4.4          1999 Stock Bonus  Incentive  Plan  (incorporated  by reference to
               Exhibit  10.65 to the  Company's  Registration  Statement on Form
               SB-2 (File No. 333-30316).)

  4.5          1999 Employee Stock Purchase Plan  (incorporated  by reference to
               Exhibit  10.66 to the  Company's  Registration  Statement on Form
               SB-2 (File No. 333-30316).)

  5.1          Opinion of Allen, Matkins, Leck, Gamble & Mallory LLP

  23.1         Consent of Ham, Langston & Brezina

  23.2         Consent of Allen,  Matkins,  Leck, Gamble & Mallory LLP (included
               in Exhibit 5.1)

  24.1         Power of Attorney  (Incorporated  by reference  in the  signature
               page to the Registration Statement)