FORM 10-QSB/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Quarterly Period Ended October 31, 2004
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Commission File Number: 000-49972
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IN VIVO MEDICAL DIAGNOSTICS, INC.
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(Exact name of registrant as specified in its charter)
Colorado 84-1579760
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
The Green House, Beechwood Business Park North,
Inverness, Scotland IV2 3BL
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number: 011 44-1463-667-347
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Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding twelve months (or for such shorter period that the registrant was
required to file such reports); and (2) has been subject to such filing
requirements for the past 90 days. YES [X] NO [ ]
Indicate by check mark whether the registrant is an accelerated Filer (as
defined in Rule 12-b-2 of the Exchange Act). YES [ ] NO [X] Indicate the number
of shares outstanding of each of the issuer's classes of common stock, as of the
close of the latest practical date.
Title of Class Number of Shares Outstanding
- ---------------------------------------- -------------------------------
Common Stock (par value $0.001 per share) 51,677,282 as of March 17, 2005
IN VIVO MEDICAL DIAGNOSTICS, INC.
INDEX
Page
Number
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets
October 31, 2004 (Unaudited) and July 31, 2004......................... 1
Consolidated Statements of Operations
Three Months Ended October 31, 2004 and October 31, 2003 (Unaudited)
and Inception (March 26, 1997)through October 31, 2004 (Unaudited)..... 2
Consolidated Statements of Cash Flows
Three Months Ended October 31, 2004 and October 31, 2003 (Unaudited)
and Inception (March 26, 1997) through October 31, 2004 (Unaudited).... 3
Notes to the Consolidated Financial
Statements (Unaudited)................................................. 4
Item 2. Management's Discussion and Analysis of
Financial Condition and Plan of Operations............................ 8
Item 3. Controls and procedures........................................ 11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings ............................................ 12
Item 2. Changes in Securities......................................... 12
Item 3. Defaults Upon Senior Securities............................... 12
Item 4. Submission of Matters to a Vote of Security
Security Holders.............................................. 12
Item 5. Other Information ............................................ 12
Item 6. Exhibits and Reports on Form 8-K.............................. 12
Signatures............................................................ 13
IN VIVO MEDICAL DIAGNOSTICS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents ......................................... $ 48,423 $ 46,191
Accounts receivable ............................................... 209,710 250,444
Prepaid expenses .................................................. 25,137 23,576
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TOTAL CURRENT ASSETS ............................................. 283,270 320,211
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Property, plant & Equipment, net .................................. 42,127 42,781
Other assets ...................................................... 6,000 6,000
October 31, July 31,
2004 2004
----------- -----------
----------- -----------
TOTAL ASSETS ...................................................... $ 331,397 $ 368,992
=========== ===========
LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable .................................................. $ 608,154 $ 431,402
Accrued liabilities ............................................... 164,050 168,258
Indebtedness to related parties ................................... 1,898,937 2,021,782
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TOTAL CURRENT LIABILITIES ......................................... $ 2,671,141 $ 2,621,442
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Commitments and contingencies
SHAREHOLDERS' DEFICIT:
4% Convertible Preferred stock, $0.001 par value; 50,000,000 shares
authorized; 34,343,662 issued and outstanding ..................... 34,344 34,344
Common stock, $0.001 par value; 100,000,000 shares authorized;
51,376,686 and 50,822,686 issued and outstanding .................. 51,376 50,822
Additional paid-in capital ........................................ 1,102,992 1,013,786
Accumulated other comprehensive loss .............................. (684,169) (644,135)
Deficit accumulated during the development stage .................. (2,844,287) (2,707,267)
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Total shareholder's deficit ....................................... (2,339,744) (2,252,450)
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TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT ....................... $ 331,397 $ 368,992
=========== ===========
See accompanying notes to consolidated financial statements
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IN VIVO MEDICAL DIAGNOSTICS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
THREE MONTHS ENDED Inception
OCTOBER 31, (March 26, 1997)
---------------------------- through
2004 2003 October 31, 2004
------------ ------------ ------------
Revenues .......................... $ 417,405 $ 142,902 $ 1,838,235
Cost of Revenues .................. 260 736 237,777
------------ ------------ ------------
Gross Profit ...................... 417,145 142,166 1,600,458
Other Operating Income ............ -- 42,000 --
------------ ------------ ------------
417,145 184,166 1,600,458
Research and development expenses . 98,657 84,741 1,531,421
General and administrative expenses 455,508 318,836 5,343,658
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554,165 403,577 6,875,079
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Operating loss .................... (137,020) (219,411) 5,274,621
------------ ------------ ------------
Gain from extinguishment of debt .. -- -- 2,430,334
Loss before taxes ................. (137,020) (219,411) (2,844,287)
Income taxes ...................... -- -- --
------------ ------------ ------------
Net loss .......................... $ (137,020) $ (219,411) $ (2,844,287)
============ ============ ============
Basic and diluted loss per share .. $ (0.00) $ (0.00)
============ ============
Weighted average number of shares . 85,443,349 10,912,080
============ ============
See accompanying notes to consolidated financial statements.
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IN VIVO MEDICAL DIAGNOSTICS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
-
(Unaudited)
THREE MONTHS ENDED Inception
OCTOBER 31, (March 26, 1997)
------------------------- through
2004 2003 October 31, 2004
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CASH FLOWS FROM OPERATING ACTIVITIES
Net loss..................................... $ (137,020) $ (219,411) $ 2,844,287
Adjustments to reconcile net loss to net
cash used by operating activities:
Depreciation and amortization.............. 4,069 4,956 111,239
Legal fees paid with common stock.......... 90,000 - 90,000
Changes in assets and liabilities:
Accounts receivable...................... 43,746 (15,800) (93,736)
Prepaid expenses......................... (1,277) - (24,853)
Accounts payable......................... 171,565 226,926 450,712
Accrued liabilities...................... (6,230) - 145,238
Other.................................... (64,070) - 67,174
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NET CASH PROVIDED (USED BY) OPERATING ACTIVITIES 101,335 (3,329) (2,097,,961)
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CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment, net..... (2,900) - (137,466)
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NET CASH USED BY INVESTING ACTIVITIES........... (2,900) - (137,466)
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CASH FLOWS FROM FINANCING ACTIVITIES
Repayment to affiliates, net............... (96,203) - 1,911,552
Advances from related parties.............. - - 5,641
Proceeds from sale of common stock......... - - 31,776
Proceeds from issuance of preferred stock.. - - 326,155
----------- ----------- -------------
NET CASH USED BY FINANCING ACTIVITIES........... (96,203) - 2,275,124
----------- ----------- -------------
Net increase (decrease) in cash................. 2,232 (3,329) 48,423
Cash and cash equivalents, beginning............ 46,191 9,507 -
----------- ----------- -------------
Cash and cash equivalents, ending............... $ 48,423 $ 6,178 $ 48,423
=========== =========== =============
See accompanying notes to consolidated financial statements.
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IN VIVO MEDICAL DIAGNOSTICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
In Vivo Medical Diagnostics, Inc., ("the Registrant", "the Company" or "In
Vivo") was formerly known as Sports Information and Publishing Corp., and is
engaged in the development of exciting lateral applications of novel measurement
techniques in medical devices with near patient testing applications.
On July 30, 2004, the Company acquired 100% of the capital stock of Hall Effect
Medical Products Inc., a Delaware Corporation (In Vivo DE) in exchange for an
aggregate of 34,343,662 shares of our 4% voting, redeemable, convertible
preferred stock (the "4% Preferred Stock") and 38,636,453 shares of our common
stock (the "Share Exchange"). As a result of the share exchange, In Vivo DE
became our wholly-owned subsidiary and our fiscal year end was changed from
September 30 to July 31 effective with the fiscal year ended July 31, 2004.
In connection with the Share Exchange, the Company:
o Increased its authorized capital stock to 100,000,000 shares of common
stock and 50,000,000 shares of preferred stock;
o issued to the former holders of 8,000,000 shares of In Vivo DE
preferred stock, an aggregate of 34,343,662 shares of our 4% Preferred
Stock;
o issued to the former holders of shares of In Vivo DE common stock, an
aggregate of 38,636,453 shares of our common stock;
o issued 1,636,233 additional shares of our common stock to holders of
$467,495 of promissory notes issued by In Vivo DE's wholly owned
subsidiaries Hall Effect Technologies Ltd. and Jopejo Ltd. in exchange
for the cancellation of such notes; which notes were originally
convertible into 750,000 shares of In Vivo DE common stock; and
o agreed to cause the resignation of all current members of our board of
directors and appoint new directors as designated by certain
shareholders or affiliates of In Vivo.
Each full share of our 4% Preferred Stock is convertible at any time after
October 31, 2005, at the option of the holder, into one full share of our common
stock. The shares of 4% Preferred Stock vote, together with our outstanding
common stock on an "as converted" basis, at any regular or special meeting of
our stockholders called for the purpose of electing directors of our company or
to vote on any other matter requiring shareholder approval under Colorado
corporate law. Assuming conversion of all of our shares of 4% Preferred Stock,
the 76,200,000 shares of common stock issued and issuable to the former
securityholders of In Vivo DE and its subsidiaries represent approximately 88 %
of our fully diluted common stock.
As a result of the transactions and share issuances completed in connection with
the Share Exchange, the Company's capitalization is as follows:
o 51,376,686 shares of common stock;
o 34,343,662 shares of 4% Preferred Stock; and
o options to purchase 9,659,154 shares of Common Stock.
Our Subsidiaries
We have two wholly owned subsidiaries, IVMD(UK) Ltd. ("IVMD") and Jopejo Ltd.
("Jopejo"), both of which are incorporated under the laws of England and Wales
and based in Inverness, Scotland.
IVMD, formerly Hall Effect Technologies Ltd. ("HET") built a platform of patents
from which to exploit unique commercial applications. HET's operations were,
historically, funded in part from development contracts and government grants,
with a majority of funding provided by Westek Ltd.. The controlling interest of
Jopejo Ltd, a biotech research company utilizing similar development techniques,
was purchased by Abacus and the operations of the companies merged to achieve
development savings.
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IN VIVO MEDICAL DIAGNOSTICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
BUSINESS
INTRODUCTION.
HET and Jopejo are developing a group of medical diagnostic products for
personal and professional use. These products are based on technology that
utilizes the "Hall Effect" phenomenon discovered over 100 years ago, for which
In Vivo scientists are currently developing practical applications. HET is in
the final development stages of groundbreaking medical devices for measuring
levels of blood coagulation and other applications for the cardio-vascular
market. Other medical applications being addressed by HET's patented technology
include the measuring of blood sugar levels for the diabetes market and other
conditions where measuring and imaging is essential. HET has a substantial
patent portfolio relating to its technology. In addition, Jopejo has developed a
patented pregnancy monitoring technology, and is also in the late stages of
developing new and better monitoring devices that utilize signal processing for
the late-term pregnancy market.
HET was formed in March 1997 with the goal of building a platform of patented
technologies from which to exploit unique commercial applications. HET's
operations have, historically, been funded in part from development contracts
and, in majority, by Westek Ltd.. The controlling interest of Jopejo, a bio-tech
research company utilizing similar development processes, was purchased by
Abacus Trust Company Limited and the operations of the two companies were merged
to exploit the combined technology base.
The fundamental premise is in the transfer of measurement technology, the
principles of which are known and established in the world of physical science,
into medical devices with global near-patient applications. This is done through
the creation of novel, patented methods and apparatus for which HET is the sole
owner of the intellectual property.
Basis of Presentation
The unaudited financial statements included in the Form 10-QSB/A have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB/A and Item 310(b)
of Regulation SB of the Securities and Exchange Act of 1934. The financial
information furnished herein reflects all adjustments, which, in the opinion of
management, are necessary for a fair presentation of the Company's financial
position, the results of operations and cash flows for the periods presented.
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IN VIVO MEDICAL DIAGNOSTICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Certain information and footnote disclosures normally contained in financial
statements prepared in accordance with generally accepted accounting principles
have been omitted, pursuant to such rules and regulations.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reported period. Actual
results could differ from those estimates.
GOING CONCERN
The Company had a working capital deficiency of $2,301,231 for the fiscal
year (10 months) ended July 31, 2004 and $2,387,871 for the three months ended
October 31, 2004. At October 31, 2004, the Company had an accumulated deficit of
$2,844,287, and had incurred a loss of $137,020 for the three months then ended
and a loss of $282,700 for the year ended July 31, 2004. In addition, the
Company's available cash of $48,423 at October 31, 2004 is not sufficient to
fund operations for the next twelve months. Although the Company is in the
development stage, such recurring losses and working capital deficiency raise
doubt about the Company's ability to continue as a going concern. The Company's
financial statements do not include any adjustments relating to the
recoverability and reclassification of recorded asset amounts or to amounts and
classification of liabilities that may be necessary should the Company be unable
to continue as a going concern.
NOTE 2 - Earnings per share
The average number of shares outstanding for the period includes the
34,343,662 issued shares of the Company's Preferred convertible stock as such
shares have equivalent voting rights to those of common shareholders.
NOTE 3 - SUBSEQUENT EVENTS
On December 22, 2004, the Company entered into a Subscription Agreement
with an accredited investor, NITE Capital, L.P. (the "Investor"), pursuant to
which the Investor purchased an aggregate principal amount of $250,000 in an 8%
promissory note, and 60,096 shares of our common stock, par value $.001 per
share. The aforementioned securities were issued to the Investor by us pursuant
to Section 4(2) of the Securities Act of 1933, as amended.
The promissory note bears simple interest at 8% per annum payable on the
maturity date, which is the earlier of (i) June 22, 2005 of (ii) the date
subsequent to the date of the note which we enter into any financing or
financings of any type aggregating $1,500,000 or more. If we do not repay the
note within 3 business days of the maturity date (either on June 22, 2005 of
upon subsequent financing as described in the preceding sentence), the Investor
may, at its sole option, convert such note into common stock at a 50% discount
of the average of the three lowest closing prices for our common stock on the
NASD OTC Bulletin Board (or such other principal market or exchange where our
common stock is listed or traded at the time of conversion) for the ten days
immediately preceding the maturity date.
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IN VIVO MEDICAL DIAGNOSTICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
We may prepay the principal amount of the note, in whole or in part without
premium or penalty, at any time. In the event that we intend to prepay any or
all of the outstanding principal or interest on the note, we must provide
written notice to the Investor at least 10 days prior to the proposed prepayment
date. In the event that we, subsequent to the date of the note, enter into any
financing or financings of any type aggregating $1,000,000, then and in such
event we shall be required to make a partial prepayment of $175,000 of the
principal amount of the note and the pro rata share of interest accrued to date
on such portion of the note. In addition, in the event that we, subsequent to
the date of the note, enter into any financing or financings of any type
aggregating more than $1,000,000 but less than $1,500,000, then and in such
event the amount of the partial prepayment shall be increased on a pro-rata
basis (up to the full principal amount of the note and the pro rata share of
interest accrued to date on the note in the case of a financing totaling at
least $1,500,000). We are required to notify the Investor in writing of any
financing which results in In Vivo being required to prepay the note, in whole
or in part, prior to June 22, 2005, and to make such payment within three
business days after we receive the proceeds of such financing.
In addition, we entered into a Registration Rights Agreement with the
Investor dated as of December 22, 2004. If we at any time after the date hereof,
but before December 22, 2005, propose to register any of our securities under
the Securities Act of 1933, as amended (other than pursuant to a registration
statement in connection with an acquisition or in a manner which would not
permit the registration of the shares issuable pursuant to the note for sale to
the public, such as on Form S-8 or on Form S-4 or other comparable form), we
shall include the shares issuable pursuant to the note in such registration.
Provided, however, that if, at any time after giving such written notice of our
intention to register any of the Investor's securities and prior to the
effective date of the registration statement filed in connection with such
registration, we may determine for any reason not to register or to delay the
registration. We must give written notice of such determination to the Investor
and thereupon shall be relieved of our obligation to register any securities
issued or issuable in connection with such registration (but not from our
obligation to pay registration expenses in connection therewith or to register
the securities in a subsequent registration).
-7-
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
LIQUIDITY AND CAPITAL RESOURCES
GENERAL
The following discussion and analysis should be read in conjunction with
the Consolidated Financial Statements and Notes thereto appearing elsewhere in
this Form 10-Q.
This management's discussion and analysis of financial conditions and
results of operations contains certain "forward-looking statements" as defined
in the Private Securities Litigation Reform Act of 1995. Such statements
relating to future events and financial performance are forward-looking
statements that involve risks and uncertainties, detailed from time to time in
the Company's various SEC filings. No assurance can be given that any such
matters will be realized.
RESULTS OF OPERATIONS
The Three Months Ended October 31, 2004 Compared to the Three Months Ended
October 31, 2003
General and administrative expenses totaled $455,508 for the three months ended
October 31, 2004 as compared to $318,836 for the three months ended October 31,
2003, a net increase of $136,772. The net increase is primarily due to an
increase in accounting and legal fees due to the acquisition transaction
described in Note 1.
Research and development costs were $98,657 in the 2004 three month period as
compared to $84,741 in the 2003 three month period. The increase of $13,916 was
attributable primarily to somewhat higher salary costs.
Liquidity and Capital Resources
The Company's primary needs for liquidity and capital resources are the
funding of salaries and other administrative expenses related to the management
of the Company and the research and development costs.
The Company's cash of $48,423 as of October 31, 2004 is not sufficient to
support current levels of operations for the next twelve months and it will be
necessary for the Company to seek additional financing. The Company, therefore,
has recently sought investors and lenders and on December 22, 2004, entered into
a Subscription Agreement with an accredited investor, NITE Capital, L.P. (the
"Investor"), pursuant to which the Investor purchased an aggregate principal
amount of $250,000 in an 8% promissory note, and 60,096 shares of our common
stock.
The promissory note bears simple interest at 8% per annum payable on the
maturity date, which is the earlier of (i) June 22, 2005 or (ii) the date
subsequent to the date of the note on which we enter into any financing or
financings of any type aggregating $1,500,000 or more.
The Company is also in discussions with other financing sources and intends to
obtain funds through credit lines, loans and/or sales of its common stock.
Should the company be unable to obtain sufficient financing, It may have to
curtail operations.
Critical Accounting Policies
The Company's discussion and analysis of its financial condition and
results of operations are based upon In Vivo's financial statements, which have
been prepared in accordance with accounting principles generally accepted in the
United States. The preparation of these financial statements requires the use of
estimates that affect the reported amounts of assets, liabilities and expenses.
The Company evaluates its estimates on an ongoing basis, including estimates for
Income tax assets and liabilities and the impairment of the value of
investments. The Company bases its estimates on historical experience and on
actual information and assumptions that are believed to be reasonable under the
circumstances at that time. Actual results may differ from these estimates under
different assumptions or conditions. The Company believes that the following
critical accounting policies affect its more significant estimates used in the
preparation of its financial statements.
-8-
Accounting for Income Taxes.
The Company currently records a full valuation allowance against the
deferred tax benefit for net operating losses generated, since in management's
opinion the net operating losses do not meet the more likely than not criteria
for future realization.
Impairment of Investments.
In Vivo Medical Diagnostics, Inc. reviews estimates of the value of its
investments each reporting period and records an impairment loss to the extent
that management believes that there has been an impairment to the carrying
value.
Off Balance Sheet Arrangements
We do not have any off balance sheet arrangements as of October 31, 2004
or as of the date of this report.
-9-
Recent Accounting Pronouncements
In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities." The Statement amends and
clarifies accounting for derivative instruments, including certain derivative
instruments embedded in other contracts entered into or modified after June 31,
2003. The guidance should be applied prospectively. The provisions of this
Statement that relate to SFAS 133 Implementation Issues that have been effective
for fiscal quarters that began prior to June 15, 2003, should continue to be
applied in accordance with respective effective dates. In addition, certain
provisions relating to forward purchases or sales of when-issued securities or
other securities that do not yet exist, should be applied to existing contracts
as well as new contracts entered into after June 31, 2003. The adoption of SFAS
No. 149 is not expected to have an impact on the Company's financial statements.
In May 2003, the FASB issued Statement of Accounting Standards No. 150
"Accounting for Certain Financial Instruments with Characteristics of both
Liabilities and Equity" (SFAS No. 150). SFAS No. 150 establishes standards for
classification and measurement in the statement of financial position of certain
financial instruments with characteristics of both liabilities and equity. It
requires classification of a financial instrument that is within its scope as a
liability (or an asset in some circumstances). SFAS No. 150 is effective for
financial instruments entered into or modified after May 31, 2003, and otherwise
is effective at the beginning of the first interim period beginning after June
15, 2003. The Company has not yet determined the impact, if any, of the adoption
of SFAS on its financial position or results of operations.
In May 2003, the consensus on EITF Issue No. 01-08, "Determining Whether an
Arrangement Contains a Lease," was issued. The guidance in the consensus applies
to the purchase or sale of goods and services under various types of contracts,
including outsourcing arrangements. Based on the criteria in the consensus, both
parties to an arrangement are required to determine whether the arrangement
includes a lease within the scope of SFAS No. 13, "Accounting for Leases." The
new requirement applies prospectively to new or modified arrangements for
reporting periods beginning after May 28, 2003. Accordingly, as of August 1,
2003, the company accounted for new or modified arrangements based on this
guidance. Adoption of this standard did not have an impact on our company's
financial statements.
In December 2003, the Financial Accounting Standards Board (" FASB") issued
Interpretation No. 46 ("FIN 46"), "Consolidation of Variable Interest Entities
which was originally issued in January 2003. FIN 46 or revised provides guidance
on the consolidation of certain entities when control exists through other
entities created after January 31, 2003. The Company does not hold a variable
interest in any enterprise. Accordingly, the Company does not expect the
provisions of FIN 46 to have a material effect on future interim or annual
financial statements.
On December 18, 2003 the SEC issued Staff Accounting Bulletin No. 104, Revenue
Recognition ("SAB 104"), which supersedes SAB 101, Revenue Recognition in
Financial Statements. SAB 104's primary purpose is to rescind accounting
guidance contained in SAB 101 related to multiple element revenue arrangements,
which was superseded as a result of the issuance of EITF 00-21, Accounting for
Revenue Arrangements with Multiple Deliverables. The adoption of SAB 104 did not
have a material impact the Company's financial position or results of
operations.
-10-
ITEM 3. CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures.
Our chief executive officer and our chief financial officer, after
evaluating our "disclosure controls and procedures" (as defined in the
Securities Exchange Act of 1934 (the "Exchange Act") Rules 13a-14(c) and
15d-14(c) have concluded that as of a date within 90 days of the filing date of
this report (the "Evaluation Date") our disclosure controls and procedures are
effective to ensure that information we are required to disclose in reports that
we file or submit under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in Securities and Exchange Commission
rules and forms.
Changes in internal controls
Subsequent to the Evaluation Date, there were no significant changes in our
internal controls or in other factors that could significantly affect our
disclosure controls and procedures, nor were there any significant deficiencies
or material weaknesses in our internal controls. As a result, no corrective
actions were required or undertaken.
-11-
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
During the quarter ended October 31, 2004, the Company issued a total
of 554,000 shares of common stock to two law firms in payment of fees
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
EXHIBITS
31.1 Certification of the Chief Executive Officer pursuant to Section 312
of the Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley").
31.2 Certification of the Chief Financial Officer pursuant to Section 312
of the Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley").
32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
REPORTS ON FORM 8-K
The Company filed a Current Report on Form 8-K on August 10, 2004
regarding the Change in control of the Company pursuant to the transaction
with Hall Effect Medical Diagnostics, Inc. which closed on July 30, 2004
The Company filed a Current Report on Form 8-K on September 27, 2004
regarding the name change from Sports Information and Publishing Corp. to
In Vivo Medical Diagnostics, Inc. and the change in the trading symbol to
IVVO both of which Were effective on that date
The Company filed a Current Report on Form 8-K on December 29, 2004
regarding the $250,000 loan transaction with NITE Capital on December 22,
2004
The Company filed a Current Report on Form 8-K on February 3, 2005 to
file the Company's financial statements and to report the change in the
Company's year end.
-12-
ITEM 7 - SIGNATURES
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
IN VIVO MEDICAL DIAGNOSTICS, INC.
March 17, 2005
By: /s/ John Fuller
-------------------
John Fuller
Chief Executive Officer
By: /s/ Bernard Turner
-------------------
Bernard Turner
Chief Financial Officer
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