FORM 10-QSB

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 April 30, 2005

Commission File Number: 000-49972

IN VERITAS MEDICAL DIAGNOSTICS, INC.

(Exact name of registrant as specified in its charter)

Colorado 84-1579760
------------------------------- -------------------
(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
------------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)

Issuer's telephone number: 011 44-1463-667-347
-------------------

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) 52,978,517 as of June 20, 2005

IN VERITAS MEDICAL DIAGNOSTICS, INC.
(formerly In Vivo Medical Diagnostics, Inc.)
(A development stage company)

INDEX

Page
Number
------
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements ............................................. 2

Condensed Consolidated Balance Sheet as of April 30, 2005
(unaudited) ........................................................... 3

Condensed Consolidated Statements of Operations for the Nine Months
Ended April 30, 2005 and 2004 and March 26, 1997
(Inception) through April 30, 2005 (unaudited) ........................ 4

Condensed Consolidated Statements of Other Comprehensive Loss for
the Nine Months Ended April 30, 2005 and 2004 and
March 26, 1997 (Inception) through April 30, 2005 (unaudited) ......... 5

Condensed Consolidated Statements of Changes in Shareholders'
Deficit for the Nine Months Ended April 30, 2005
and 2004 and March 26, 1997 (Inception) through April 30,
2005 (unaudited) ...................................................... 6

Condensed Consolidated Statements of Cash Flows for the Nine Months
Ended April 30, 2005 and 2004 and March 26, 1997 (Inception)
through April 30, 2005 (unaudited) .................................... 7

Notes to Condensed Consolidated Financial Statements (unaudited) .......... 8

Item 2. Management's Discussion and Analysis of Financial
Condition and Plan of Operations................................... 11

Item 3. Controls and Procedures............................................ 15

PART II. OTHER INFORMATION

Item 1. Legal Proceedings ................................................. 15
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds ....... 15
Item 3. Defaults Upon Senior Securities.................................... 16
Item 4. Submission of Matters to a Vote of Security
Security Holders................................................... 16
Item 5. Other Information ................................................. 16
Item 6. Exhibits and Reports on Form 8-K................................... 16

Signatures................................................................. 17

IN VERITAS MEDICAL DIAGNOSTICS, INC.

(formerly In Vivo Medical Diagnostics, Inc.)
(A development stage company)

CONDENSED CONSOLIDATED BALANCE SHEET
April 30, 2005

(Unaudited)

ASSETS

Current assets:
Cash $ 170,464
Accounts receivable 15,537
Prepaid expenses 59,278
-----------
Total current assets 245,279

Property and equipment, net 79,833

Other assets 6,000
-----------
$ 331,112
===========

LIABILITIES AND SHAREHOLDERS' DEFICIT

Current liabilities:
Accounts payable and accrued liabilities $ 784,361
Notes payable to bridge lenders (Note 5) 387,495
Note payable to related party, net (Note 2) 1,794,510
Indebtedness to related parties (Note 2) 111,521
-----------
Total current liabilities 3,077,887
-----------

Shareholders' deficit:
Preferred stock 35,208
Common stock 51,677
Additional paid-in capital 2,109,401
Deficit accumulated during the development stage (4,149,430)
Accumulated other comprehensive loss, net of tax (793,631)
-----------
Total shareholders' deficit (2,746,775)
-----------
$ 331,112
===========

See accompanying notes to condensed consolidated financial statements

IN VERITAS MEDICAL DIAGNOSTICS, INC.
(formerly In Vivo Medical Diagnostics, Inc.)
(A development stage company)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

March 26, 1997
Nine Months Ended Three Months Ended (Inception)
April 30, April 30, Through
---------------------------- ---------------------------- April 30,
2005 2004 2005 2004 2005
------------ ------------ ------------ ------------ ------------

Sales and service revenues ...................... $ 911,104 $ 473,182 $ 351,202 $ 246,930 $ 2,331,934
------------ ------------ ------------ ------------ ------------

Operating expenses:
Cost of sales .............................. 4,617 1,919 38 307 242,134
Research and development ................... 500,582 -- -- -- 1,933,346
Depreciation and amortization .............. 15,771 21,117 6,228 9,567 125,273
General and administrative ................. 1,981,042 1,304,038 694,247 385,780 6,760,840
------------ ------------ ------------ ------------ ------------
Total operating expenses ................ 2,502,012 1,327,074 700,513 395,654 9,061,593
------------ ------------ ------------ ------------ ------------

Loss from operations .................... (1,590,908) (853,892) (349,311) (148,724) (6,729,659)

Other income (expense):
Gain (loss) from debt extinguishment ....... (17,000) -- -- -- 2,696,267
Interest expense ........................... (116,038) -- (38,679) (2) (116,038)
------------ ------------ ------------ ------------ ------------
Net loss income before income taxes ..... (1,723,946) (853,892) (387,990) (148,726) (4,149,430)
------------ ------------ ------------ ------------ ------------

Provision (benefit) for income taxes (Note 7)... -- -- -- -- --
------------ ------------ ------------ ------------ ------------
Net loss ................................ $ (1,723,946) $ (853,892) $ (387,990) $ (148,726) $ (4,149,430)
============ ============ ============ ============ ============

Basic and diluted loss per share ................ $ (0.03) $ (0.17) $ (0.01) $ (0.03)
============ ============ ============ ============
Weighted average common shares outstanding ...... 50,991,236 5,020,000 51,627,332 5,020,000
============ ============ ============ ============

See accompanying notes to condensed consolidated financial statements

IN VERITAS MEDICAL DIAGNOSTICS, INC.
(formerly In Vivo Medical Diagnostics, Inc.)
(A development stage company)

CONDENSED CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE LOSS

(Unaudited)

March 26, 1997
(Inception)
Nine Months Ended Through
April 30, April 30,
------------------------- ------------
2005 2004 2005
----------- ----------- -----------

Net loss ........................ $(1,723,946) $ (853,892) $(4,149,430)
----------- ----------- -----------

Other comprehansive loss:
foreigh currency translation (149,496) -- (793,631)
----------- ----------- -----------
Net loss ............... $(1,873,442) $ (853,892) $(4,943,061)
=========== =========== ===========

See accompanying notes to condensed consolidated financial statements

IN VERITAS MEDICAL DIAGNOSTICS, INC.
(formerly In Vivo Medical Diagnostics, Inc.)
(A development stage company)

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT

(Unaudited)

SPLIT TABLE - SEE BELOW
-----------------------

Preferred Stock Common Stock
------------------------- -------------------------
Shares Amount Shares Amount
----------- ----------- ----------- -----------

Balance, July 31, 2004 ................ 34,343,662 $ 34,344 50,822,686 $ 50,822

Common stock issued in
exchange fo making bridge
loan, valued at $1.27 per share -- -- 60,096 60
(Note 5)
Common stock issued in
exchange fo services .......... -- -- 794,550 795
(Note 4)
Sale of 5% convertible
preferred shares (Note 6) ..... 640,768 641 -- --
Exchange of 5% convertible
preferred shares for note
payable (Note 6) .............. 223,076 223 -- --

Net loss ......................... -- -- -- --

Other comprehensive loss ......... -- -- -- --
----------- ----------- ----------- -----------
Balance, April 30, 2005 ............... 35,207,506 $ 35,208 51,677,332 $ 51,677
=========== =========== =========== ===========

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT

(Unaudited)

SPLIT TABLE - SEE ABOVE

Deficit
Accumulated Accumulated
Additional During Other
Paid-in Development Comprehensive
Capital Stage Loss Total
----------- ----------- ----------- -----------

Balance, July 31, 2004 ................ $ 982,062 $(2,425,484) $ (644,135) $(2,002,391)

Common stock issued in
exchange fo making bridge
loan, valued at $1.27 per share 76,100 -- -- 76,160
(Note 5)
Common stock issued in
exchange fo services .......... 490,605 -- -- 491,400
(Note 4)
Sale of 5% convertible
preferred shares (Note 6) ..... 415,858 -- -- 416,499
Exchange of 5% convertible
preferred shares for note
payable (Note 6) .............. 144,776 -- -- 144,999

Net loss ......................... -- (1,723,946) -- (1,723,946)

Other comprehensive loss ......... -- -- (149,496) (149,496)
----------- ----------- ----------- -----------
Balance, April 30, 2005 ............... $ 2,109,401 $(4,149,430) $ (793,631) $(2,746,775)
=========== =========== =========== ===========

See accompanying notes to condensed consolidated financial statements

IN VERITAS MEDICAL DIAGNOSTICS, INC.
(formerly In Vivo Medical Diagnostics, Inc.)
(A development stage company)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

March 26, 1997
Nine Months Ended (Inception)
April 30, Through
-------------------------- April 30,
2005 2004 2005
----------- ----------- -----------

Cash flows from operating activities:
Net loss ....................................................... $(1,723,946) $ (853,892) $(4,149,430)
Adjustments to reconcile net loss to net cash
used by operating activities:
Depreciation and amortization ........................... 15,771 21,117 111,435
Imputed interest ........................................ 96,995 -- 96,995
Stock issued for interest expense ....................... -- -- 16,876
Stock-based compensation ................................ 567,560 -- 575,940
Changes in working capital items
Increase in receivables and other current assets ...... 246,747 61,898 (80,815)
Increase in accounts payable and other
current liabilities ................................. (201,180) 772,297 2,511,356
----------- ----------- -----------
Net cash provided by (used in) operating activities (998,053) 1,420 (1,057,746)
Cash flows from investing activities:
Capital expenditures ........................................... (50,800) (6,758) (191,268)
----------- ----------- -----------
Net cash provided by (used in) investing activities (50,800) (6,758) (191,268)

Cash flows from financing activities:
Proceeds from bridge financing ................................. -- -- 137,495
Related party advances ......................................... 58,201 -- 111,521
Cash proceeds from the issuance of preferred stock ............. 303,500 -- 813,925
Cash proceeds from the issuance of common stock ................ 559,746 -- 96,133
Cash proceeds from debt issuance ............................... 250,000 -- 250,000
----------- ----------- -----------
Net cash provided by financing activities ......... 1,171,447 -- 1,409,074

Effect of exchange rate on changes in cash ..................... 1,679 -- 10,404
----------- ----------- -----------
Net change in cash ................................ 124,273 (5,338) (170,464)

Cash, beginning of year ............................................. 46,191 10,978 --
----------- ----------- -----------

Cash, end of period ................................................. $ 170,464 $ 5,640 $ (170,464)
=========== =========== ===========

Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest .................................................... $ -- $ 59 $ 59
=========== =========== ===========
Income taxes ................................................ $ -- $ -- $ --
=========== =========== ===========

See accompanying notes to condensed consolidated financial statements

IN VERITAS MEDICAL DIAGNOSTICS, INC.
(formerly In Vivo Medical Diagnostics, Inc.)
(A development stage company)

Notes to Condensed Consolidated Financial Statements
(Unaudited)

NOTE 1: ORGANIZATION AND BASIS OF PRESENTATION
In the opinion of management, the accompanying unaudited condensed financial
statements contain all adjustments (consisting of normal recurring adjustments)
necessary to present fairly our financial position as of April 30, 2005 and our
results of operations and cash flows for the three and nine month periods ended
April 30, 2005 and 2004 and the period from March 26, 1997 (date of inception)
to April 30, 2005. The results of operations for the three and nine months ended
April 30, 2005 are not necessarily indicative of the results to be expected for
the full year. The condensed balance sheet presented herein has been derived
from the audited financial statements included in the Form 10-KSB for the fiscal
year ended July 31, 2004, filed with the Securities and Exchange Commission.
Interim financial data presented herein are unaudited.

Certain footnote disclosures normally included in financial statements prepared
in accordance with accounting principles generally accepted in the United States
of America have been omitted in accordance with the published rules and
regulations of the Securities and Exchange Commission. The condensed financial
statements in this report should be read in conjunction with the financial
statements and notes thereto included in the Form 10-K for the year ended July
31, 2004.

We are a development stage company as defined in Statement of Financial
Accounting Standards No. 7. We are devoting substantially all of its present
efforts to developing new products. Our planned principal operations have not
commenced and, accordingly, no significant revenue has been derived therefrom.

We have reported net losses of approximately $1,016,327, $1,089,619, and
$2,425,484 for the fiscal years ended July 31, 2004, 2003 and for the period
from the date of inception, March 26, 1997 to July 31, 2004, respectively. The
loss from date of inception, March 26, 1997 to April 30, 2005 amounts to
$4,149,430.

Our short and long-term continued operations will depend on our ability to raise
additional funds through various potential sources such as equity and debt
financing, our development contract and license agreement, our research and
development contracts, revenues from royalty arrangements, licensing of our
prothrombin blood clotting measuring device and our ability to realize the full
potential of our technology and measuring devices via licensing agreements with
other companies. Such additional funds may not become available as needed or be
available on acceptable terms. Through April 30, 2005, a significant portion of
our financing has been through the sale of equity securities and convertible
notes in private placements and the exercise of stock options. Until and unless
our operations generate significant revenues, we expect to continue to fund our
operations from the sources of capital previously described. There can be no
assurance that we will be able to raise the capital needed on acceptable terms,
if at all. As of April 30, 2005, management believes that our cash balance is
sufficient to fund our operations at least through July 2005 based on our
expected level of expenditures in relation to research and development
activities and other ongoing operations of the Company and anticipated future
equity or debt financings. We will continue, on an ongoing basis, to seek
additional financing through equity or debt financings but cannot be sure that
we will be able to

IN VERITAS MEDICAL DIAGNOSTICS, INC.
Notes to Condensed Consolidated Financial Statements
(formerly In Vivo Medical Diagnostics, Inc.)
(A development stage company)

(Unaudited)

raise capital on favorable terms or at all. We may also obtain additional
capital through the exercise of outstanding options and warrants, although it
cannot provide any assurance of such exercises or the amount of capital it will
receive, if any.

NOTE 2. RELATED PARTY TRANSACTIONS
We are indebted to certain related parties for working capital advances and for
goods and services totaling $111,521 as of April 30, 2005. This amount is
reflected as due to related parties in the accompanying condensed, consolidated
financial statements

In 2004, Westek Ltd., a shareholder, agreed to release us from a portion of the
accumulated advances it had made to our subsidiaries in years prior to the
recapitalization in exchange for a noninterest-bearing promissory note totaling
$1,800,000. The promissory note is payable in full by September 30, 2006.
However, we must make partial payments out of any stock sales that we might make
exceeding $1,000,000 prior to that date. The present value of the
noninterest-bearing note payable as of April 30, 2005 is $1,794,510.

NOTE 3. EARNINGS (LOSS) PER COMMON SHARE
"Basic" earnings (loss) per common share equals net income (loss) divided by
weighted average common shares outstanding during the period. "Diluted" earnings
per common share equals net income divided by the sum of weighted average common
shares outstanding during the period, adjusted for the effects of potentially
dilutive securities. Our basic and diluted per share amounts are the same since
we are in a loss position and the assumed exercise of stock options and warrants
and conversion of convertible notes would be anti-dilutive. The number of shares
subject to convertible preferred stock that could dilute earnings per share in
future periods was 34,243,662 at April 30, 2005.

NOTE 4. STOCK-BASED COMPENSATION
In accordance with Statement of Financial Accounting Standards No. 148,
"Accounting for Stock-Based Compensation - Transition and Disclosure - An
Amendment of FASB Statement No. 123" (SFAS 148) and Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation" (SFAS
123), the Company's pro forma option expense is computed using the Black-Scholes
option pricing model. To comply with SFAS 148, the Company is presenting the
following table to illustrate the effect on the net loss and loss per share if
it had applied the fair value recognition provisions of We issued common stock
to in exchange for legal services during the quarter to which this quarterly
report applies. We valued the services based on the quoted market price of our
common stock on the date of issuance.

NOTE 5. BRIDGE FINANCING
On December 22, 2004, we issued an 8 percent $250,000 promissory note and 60,096
shares of our restricted common stock to an unrelated third-party in exchange
for $250,000. Principal and accrued interest on the note are payable upon
maturity. While the note matures on June 22, 2005, we must make a partial
prepayment of $175,000 of the principal amount and a pro-rata share of accrued
interest if we enter into any financing aggregating $1 million. The amount of
partial prepayment of principal and accrued interest increases on a pro-rata
share if we enter into any financing exceeding $1 million. We accounted for the
issuance of the 60,096 shares of our common stock as pre-paid financing costs.
The financing costs were valued and booked based onthe quoted market price of
our common stock on date of the transaction. Indebtedness to bridge lenders at
April 30, 2005 is as follows:

Inverness & Nairn, 6 percent, including interest $ 88,245
Steven Haggerty, 6 percent, including interest . 10,000
Kenneth Dalglish, 6 percent, including interest 10,000
Joe Frame, 6 percent, including interest ....... 10,000
Helen Goody, 6 percent, including interest ..... 9,250
James Bell, 6 percent, including interest ...... 10,000
Nite Capital LP, 8 percent, including interest . 250,000
--------
$387,495
========

NOTE 6. PREFERRED STOCK
We sold 640,768 units consisting of one share of 5% convertible preferred stock,
one warrant to purchase one share of common stock for net proceeds of $303,500
after deducting offering costs totaling $97,995. A related party purchased
23,076 of the units for approximately $15,000.

In addition, we issued 223,076 units consisting of one share of 5% convertible
preferred stock, one warrant to purchase one share of common stock for debt
forgiveness totaling $125,000, after a loss on debt forgiveness of $35,000.

NOTE 7: INCOME TAXES
We record our income taxes in accordance with Statement of Financial Accounting
Standard No. 109, "Accounting for Income Taxes". We offset operating profits
during the nine months ended April 30, 2005 against a deferred tax asset, which
was fully allowed for; therefore, the net benefit and expense resulted in $-0-
income taxes.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
LIQUIDITY AND CAPITAL RESOURCES

Forward-Looking Statements
- --------------------------

The information in this report on Form 10-QSB contains forward-looking state-
ments within the meaning of the Private Securities Litigation Reform Act of
1995. This Act provides a "safe harbor" for forward-looking statements to
encourage companies to provide prospective information about themselves provided
they identify these statements as forward looking and provide meaningful
cautionary statements identifying important factors that could cause actual
results to differ from the projected results. All statements other than
statements of historical fact made in this report are forward looking. In
particular, the statements herein regarding industry prospects and future
results of operations or financial position are forward-looking statements.
Forward-looking statements reflect management's current expectations and are
inherently uncertain. And our actual results may differ significantly from
management's expectations as a result of many factors.

Overview

In Veritas Medical Diagnostics, Inc. ("In Veritas" or the "Company") is a
development-stage enterprise. We are developing medical diagnostic products for
personal and professional use. Several of the products for which we are
developing practical applications are based on technology that utilizes the Hall
Effect, a physical phenomenon that measures the electrical activity as it
relates to magnetic fields, which was discovered more than a hundred years ago.
We are also developing products that utilize novel signal processing for the
late-term pregnancy market.

We currently have two operating 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(UK) has a platform of patents from
which to exploit unique commercial applications. Jopejo is a biotech research
company utilizing similar development techniques.

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 IVMD is the sole
owner of the intellectual property. One application, forecast to generate
royalty revenues from 2005 onwards, is in the final phase of development with
route-to-market secured through a major distributor.

History

The Company was originally incorporated under the laws of Colorado on March 1,
2001 under the name Sports Information Publishing Corp. for the purpose of
engaging in sports prognostication.

In July 2004, the Company entered into Share Exchange Agreement pursuant to
which the Company acquired all of the issued and outstanding shares of Hall
Effect Medical Products, Inc. ("HEMP"), a Delaware corporation, from the
security holders of HEMP.

Future Development

We expect to focus our resources over the next twelve months on expanding the
scope of our product offerings and expanding our business operations. Our new
product development focus has been driven by specific contracts for products
which have a clear route to market. Research has been prioritized by a
combination of feasibility and market opportunity based on market research
commissioned by us.

Our plan is to build a pipeline of products from applications currently in
development. We will then seek to introduce our products by securing development
contracts with commercial partners committed to launching products into global
markets. The exact order of introduction of our products will depend on the
order in which we secure development contracts with such partners.

Our strategy is to maximize the novel use of transferable techniques, exploit
our core skills to build a solid intellectual property platform and optimize our
exit timing for each appropriate application of the technology to maximize
shareholder value.

For each product or group of products we have sought partners who can:

o help us identify the market and commercial opportunity;
o contribute to the research and development program; and
o be the ultimate manufacturer and/or distributor of the end product.

We have entered into a development contract and license agreement for our
prothrombin blood clotting measuring device with Inverness Medical Innovations,
Inc. ("IMI"), located in Boston, MA. The development contract has contributed
over $2 million, over an 18-month period, and culminates in the delivery of the
initial batch of units in advance of market launch during calendar year 2005.

Thereafter, under our agreement with IMI, we will grant an exclusive, worldwide
license to IMI for the use of our technology to produce and market a prothrombin
blood clotting measuring device, that being a small hand held monitor and
disposable measuring strip, for which we will receive a royalty equal to 2% of
all net sales of such device.

We, along with our industry partners, expect to commence the production and
commercial sale of our prothrombin time blood clotting measuring device, in the
second half of 2005, respectively.

In September 2001, we entered into a letter of intent with Rosti (UK) Ltd., a
subsidiary of AP Moller, which is a high quality plastics and electronics
supplier to the medical industry, located in Copenhagen, Denmark, for research
into the exploitation of additional commercial product applications of our
monitoring systems with their customer base, which includes Sony Ericsson,
Nokia, Aventis, GlaxoSmithKline and Maersk Medical.

Results of Operations

Nine Months Ended April 30, 2005 compared to Nine Months Ended April 30, 2004

Revenues

During the nine months ended April 30, 2005 we had sales of $911,104. During the
nine months ended April 30, 2004, we had sales of $473,182. The increased
revenues were primarily derived from the development contract and license
agreement for our prothrombin blood clotting measuring device with IMI.

Research & Development Expenses

For the nine months ended April 30, 2005, research and development costs were
$500,582, an increase from $0 for the nine months ended April 30, 2004. The
increase resulted from the development of our prothrombin blood clotting
measuring device pursuant to our agreement with IMI.

Depreciation Expenses

Depreciation expenses for the nine months ended April 30, 2005 decreased to
$15,771 from $21,117 for the nine months ended April 30, 2004.

General & Administrative Expenses

General and administrative expenses for the nine months ended April 30, 2005
increased to $1,981,042 from $1,304,038 for the nine months ended April 30,
2004. The increase in 2005 is due to our increased operations, as well as
increased legal fees associated with our patents and the share exchange
transaction.

Net Income (Loss)

The net loss for the nine months ended April 30, 2005 was $1,723,946, as
compared to a net loss of $853,892 for the nine months ended April 30, 2004.
This change resulted primarily from increases in business activity associated
with product development.

Three Months Ended April 30, 2005 compared to Three Months Ended April 30, 2004

Revenues

During the three months ended April 30, 2005 we had sales of $351,202. During
the three months ended April 30, 2004, we had sales of $246,930. The increased
revenues were primarily derived from the development contract and license
agreement for our prothrombin blood clotting measuring device with IMI.

Depreciation Expenses

Depreciation expenses for the three months ended April 30, 2005 decreased to
$6,228 from $9,567 for the three months ended April 30, 2004.

General & Administrative Expenses

General and administrative expenses for the three months ended April 30, 2005
increased to $554,144 from $385,780 for the three months ended April 30, 2004.
The increase in 2005 is due to our increased operations, as well as increased
legal fees associated with our patents and the share exchange transaction.

Net Income (Loss)

The net loss for the three months ended April 30, 2005 was $387,990, as compared
to a net loss of $148,726 for the three months ended April 30, 2004. This change
resulted primarily from an increase in business activity associated with product
development.

Capital Resources

As of April 30, 2005, we had cash of $170,464. Our current liabilities as of
April 30, 2005 aggregated $3,077,887. In order to implement our plan of
operation and commercialize our products, we intend to secure development
contracts with commercial partners committed to launching products into global
markets. We may also seek outside debt and equity financing to fund our
continuing operations, to the extent that such funding is available under
reasonable terms and conditions. We have not yet sought any commitments for such
financing and no assurance can be given that additional financing will be
available, or if available, will be on acceptable terms.

Recent Financing

On April 15, 2005, we completed the sale of 863,845 units (the "Units"), each
Unit consisting of one share of 5% convertible preferred stock of the Company,
$.001 par value per share (the "Preferred Stock"), and one warrant to purchase
one share of the Company's common stock (the "Warrants"), to accredited
investors pursuant for an aggregate purchase price of approximately $561,500.
The aggregate purchase price consisted of the sale of $401,500 of Units for cash
and the sale of $160,000 of Units for the forgiveness of debt. In addition, each
purchaser of a Unit received a warrant to purchase an additional Unit (the "Unit
Warrants"). The aforementioned securities were sold in reliance upon the
exemption afforded by the provisions of Regulation D, as promulgated by the
Securities and Exchange Commission under the Securities Act of 1933, as amended.

In connection with the offering, we entered into a Registration Rights Agreement
with the purchasers and the placement agent pursuant to which we are obligated
to file a registration statement on Form SB-2 (or if Form SB-2 is not then
available to us, on such form of registration statement that is available to
effect the registration of the Common Shares) within 30 days after the closing
of the offering. We must register at least the number of shares of our Common
Stock equal to the Common Shares plus the number of shares necessary to permit
the exercise in full of the Warrants. If we do not file the registration
statements with the SEC within 30 days after the closing of the offering, we are
required to make pro rata payments to the Purchasers, as liquidated damages and
not as a penalty, in an amount equal to 2.0% of the aggregate amount invested by
each purchaser for each 30 day period or pro rata for any portion thereof
following the date by which such registration statement should have been filed.
To date, we have not filed such registration statement.

Off Balance Sheet Arrangements

We do not have any off balance sheet arrangements as of April 30, 2005 or as of
the date of this report.

Recently Issued Accounting Pronouncements

Statement of Financial Accounting Standards No. 123 (revised 2004) Share-Based
Payment (SFAS 123R) establishes standards for the accounting for transactions in
which an entity exchanges its equity instruments for goods or services. It also
addresses transactions in which an entity incurs liabilities in exchange for
goods or services that are based on the fair value of the entity's equity
instruments or that may be settled by the issuance of those equity instruments.
This Statement focuses primarily on accounting for transactions in which an
entity obtains employee services in share-based payment transactions. This
Statement does not change the accounting guidance for share-based payment
transactions with parties other than employees provided in Statement 123 as
originally issued and EITF Issue No. 96-18, "Accounting for Equity Instruments
That Are Issued to Other Than Employees for Acquiring, or in Conjunction with
Selling, Goods or Services." This Statement does not address the accounting for
employee share ownership plans, which are subject to AICPA Statement of Position
93-6, Employers' Accounting for Employee Stock Ownership Plans. The Company is
required to adopt SFAS 123R effective January 1, 2006. The standard provides
for a prospective application. Under this method, the Company will begin
recognizing compensation cost for equity based compensation for all new or
modified grants after the date of adoption. In addition, the Company will
recognize the unvested portion of the grant date fair value of awards issued
prior to the adoption abased on the fair values previously calculated for
disclosure purposes. At December 31, 2004, the Company had no unvested options.

In May 2003, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard ("SFAS") No. 150, Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity. SFAS No. 150
establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity. It
requires that an issuer classify a financial instrument this is within its scope
as a liability. Many of those instruments were previously classified as equity.
SFAS No. 150 is effective for financial instruments entered into after May 31,
2003, and otherwise is effective at the beginning of the first interim period
beginning after June 15, 2003, except for mandatorily redeemable financial
instruments of nonpublic entities. For nonpublic entities, mandatorily financial
instruments are subject to SFAS No. 150 for the first period beginning after
December 15, 2003. Adoption of SFAS No. 150 will require us to report any
cumulative redeemable preferred stock and any cumulative Class C redeemable
preferred stock outstanding at the time of adoption as a liability.

ITEM 3. CONTROLS AND PROCEDURES

As of the end of the period covered by this report, we conducted an evaluation,
under the supervision and with the participation of our chief executive officer
and chief financial officer of our disclosure controls and procedures (as
defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon
this evaluation, our chief executive officer and chief financial officer
concluded that our disclosure controls and procedures are effective to ensure
that information required to be disclosed by us in the reports that we file or
submit under the Exchange Act is recorded, processed, summarized and reported,
within the time periods specified in the Commission's rules and forms. There was
no change in our internal controls or in other factors that could affect these
controls during our last fiscal quarter that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

We are not currently in default upon senior securities.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

On April 6, 2005, the following actions were approved pursuant to the written
consent of a majority of the holders of the our voting capital stock in lieu of
a special meeting of the stockholders:

(i) the adoption of an amendment to our Certificate of Incorporation to
change the Company's name from In Vivo Medical Diagnostics, Inc. to In
Veritas Medical Diagnostics, Inc.;

(ii) the adoption of an amendment to our Certificate of Incorporation to
increase the number of authorized common stock, par value $.001 per
share (the "Common Stock"), of the Company from 100,000,000 to
500,000,000; and

(iii) the adoption of the 2005 Stock Incentive Plan.

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 302
of the Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley").

31.2 Certification of the Chief Financial Officer pursuant to Section 302
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 April 21, 2005 regarding the
Company's sale of equity securities to accredited investors for an aggregate
purchase price of approximately $561,500.

The Company filed a Current Report on Form 8-K on April 14, 2005 to report that
the Company changed its name from In Vivo Medical Diagnostics, Inc. to In
Veritas Medical Diagnostics, Inc. and increased its authorized common stock from
100,000,000 shares of common stock, $.001 par value to 500,000,000 shares of
common stock, $.001 par value.

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 VERITAS MEDICAL DIAGNOSTICS, INC.

June 20, 2005

By: /s/ John Fuller
--------------------------------
John Fuller
Chief Executive Officer

/s/ Martin E. Thorp
--------------------------------
Martin E. Thorp
Chief Financial Officer