UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): June 20, 2006
IN VERITAS MEDICAL DIAGNOSTICS, INC.
(Exact name of registrant as specified in charter)
Colorado 000-49972 84-15719760
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
The Green House, Beechwood Business Park, North, Inverness, Scotland IV2 3BL
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 011-44-1463-667347
Copies to:
Richard A. Friedman, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas, 21st Floor
New York, New York 10018
(212) 930-9700 (212)
930-9725 (fax)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instructions A.2. below):
/_/ Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
/_/ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
/_/ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
/_/ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Section 5 Corporate Governance and Management
Item 5.02 Appointment of Principal Officers
Effective June 20, 2006, Graham Cooper was appointed as President and Chief
Executive Officer of In Veritas Medical Diagnostics, Inc. ("In Veritas" or "the
Company"). Mr. Cooper has been Chairman of the Company's Board of Directors
since January 2000.
Mr. Cooper replaces John Fuller, who has resigned from his positions as
President and Chief Executive Officer and has been appointed Chief Executive
Officer of Operations. In this capacity, Mr. Fuller will focus on developing
marketing partnerships for the Company's existing technologies. Mr. Fuller
remains as a director of the Company.
For the past five years, Mr. Cooper has been the principal stockholder of Westek
Limited. In July 2004, Westek agreed to release the Company from $2,030,298 of
previously accumulated advances in exchange for a noninterest-bearing promissory
note totalling $1,800,000. The Company reflected a capital contribution totaling
$2,030,298 in its financial statements at that time. The promissory note is
payable in full by September 30, 2006. Under the terms of the note, the Company
is obligated to make repayments of the principal amount earlier than September
30, 2006 out of any equity or equity type financings made before that date by
applying an agreed percentage of the aggregate net proceeds from any such equity
or equity-type financings. The agreed percentage is 56% of any net proceeds
which exceed $2,000,000 (up to $3,000,000) and 25% of all net proceeds in excess
of $3,000,000. As of April 30, 2006, the Company is indebted to Westek in the
amount of $1,762,399, net of discount of $37,601.
In accordance with General Instruction B.2 of Form 8-K, the information in this
Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or otherwise subject to the liability of that
section, and shall not be incorporated by reference into any registration
statement or other document filed under the Act or the Exchange Act, except as
shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits
99.1 Press Release
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
IN VERITAS MEDICAL DIAGNOSTICS, INC.
Date: June 23, 2006 /s/ Graham Cooper
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Graham Cooper
President and Chief Executive Officer