UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 21, 2005
-------------
In Veritas Medical Diagnostics, Inc.
------------------------------------
(Exact name of registrant as specified in its charter)
Colorado 000-49972 84-15719760
- ---------------------------- ------------------------- -----------------
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
The Green House, Beechwood Business Park, North, Inverness, Scotland IV2 3BL
----------------------------------------------------------------------------
(Address of principal executive offices and 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
New York, New York 10018
Phone: (212) 930-9700
Fax: (212) 930-9725
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 Instruction 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))
ITEM 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review
We are filing this Current Report on Form 8-K as a result of the Company's Chief
Executive Officer, Chief Financial Officer, and independent registered public
accounting firm having determined, on July 21, 2005, that the Company should
take action to prevent future reliance on previously issued financial statements
for its Annual Report on Form 10-KSB for the period ended July 31, 2004 pursuant
to Item 4.02 of Form 8-K. As a result, we have restated our consolidated
financial statements for the year ended July 31, 2004.
The Company and its independent registered public accounting firm made this
determination in response to an SEC Comment letter dated June 30, 2005 issued in
connection with the Company's Annual Report on Forms 10-KSB and 10-KSB/A for the
period ended July 31, 2004, and Quarterly Report on Forms 10-QSB and 10-QSB/A
for the period ended October 31, 2004, and pursuant to telephonic communication
between the Company, its advisors and the SEC.
In addition, we are filing a letter from our independent registered public
accounting firm as Exhibit 99.1 in accordance with the requirements of Item
4.02(c) of Form 8-K.
During our fiscal years ended July 31, 2001, July 31, 2002, July 31, 2003 and
July 31, 2004, we received advances from Westek Limited, a principal shareholder
and related party, totaling $4,205,352 and we repaid Westek Limited a total of
$375,054. In July 2004, Westek Limited agreed to release us from a portion of
the accumulated advances in exchange for a non-interest bearing promissory note
totaling $1,800,000 which is payable in full by September 30, 2006.
The indebtedness to Westek Limited was originally recorded as a liability. As a
result, we realized a gain on debt extinguishments of $2,030,298 in our
consolidated financial statements for the year ended July 31, 2004. This
restatement reclassifies the advances by Westek Limited as capital
contributions. As a result, the following items have been affected:
o Additional paid in capital has been increased from $982,062 to $3,012,360,
representing the amount of the advances made by Westek Limited.*
o Deficit accumulated during development stage has increased from negative
$2,425,484 to negative $4,455,782, representing the amount of the advances
made by Westek Limited, net of the $1,800,000 note.*
o Gain from extinguishment of debt has been reduced from $2,030,298 to zero,
representing the amount of the advances made by Westek Limited, net of the
$1,800,000 note.*
o Net income (loss) has been reduced by $2,033,299 to negative $1,016,972.*
o Basic and diluted income (loss) per share has decreased by $.018 per share
to negative $.09 per share.*
o The Consolidated Statement of Changes in Shareholders' Deficit has been
adjusted to reflect the reclassification of the advances by Westek Limited
as capital contributions.*
o Certain adjustments were made to Notes 1,2,3,4,5,6 and 9.*
* The above referenced adjustments are measured in relation to the Company's
February 23, 2005 restatement.
The following tables show the effect of the restatements on the Company's
Balance Sheet and Statement of Operations from the February 23, 2005 restatement
and this restatement:
Balance Sheet As Reported As Restated As Restated
1/25/05 2/23/05 7/28/05
----------- ----------- -----------
Shareholder's deficit:
Additional paid in capital ..................... 1,013,786 982,062 3,012,360
Deficit accumulated during the development stage (2,707,267) (2,425,484) (4,455,782)
Total shareholders' deficit .................... (2,252,450) (2,002,391) (2,002,392)
Statement of Operations As Reported As Restated As Restated
1/25/05 2/23/05 7/28/05
----------- ----------- -----------
General and administrative ..................... 1,190,086 1,190,086 1,193,087
Loss before other income ....................... (1,013,971) (1,013,971) (1,016,972)
Gain from extinguishments of debt .............. 1,748,515 2,030,298 --
Net income (loss) .............................. 734,544 1,016,327 (1,016,972)
Basic and diluted income (loss) per share ...... 0 0 (0)
The new financial statements which should be relied upon will be contained in a
Form 10-KSB/A for the year ended July 31, 2004, to be filed concurrently with
the filing of this Current Report on Form 8-K.
Complete Description
The foregoing description of the new financial statements is not a complete
summary. You are urged to read the complete document on Form 10-KSB/A for the
year ended July 31, 2004, copies of which is being filed concurrently with the
filing of this Current Report on Form 8-K/A and which can be found on the
website of the U.S. Securities and Exchange Commission at www.sec.gov.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits
Exhibit Number Description
- ------------------- ------------------------------------------------------------
99.1 Letter from Cordovano and Honeck LLP dated as of August 12,
2005.
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: August 15, 2005 /s/ John Fuller
------------------
John Fuller
Chief Executive Officer