UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB/A
                                 AMENDMENT NO. 3

                    ANNUAL REPORT UNDER SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                    For the fiscal year ended: July 31, 2004
                                               -------------

                      IN VERITAS MEDICAL DIAGNOSTICS, INC.
                      ------------------------------------
                  (formerly IN VIVO MEDICAL DIAGNOSTICS, INC.)
                  --------------------------------------------
                 (Name of small business issuer in its charter)



===============================================================================
         Colorado                    000-49972                  84-1579760
-------------------------------------------------------------------------------
(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)              (Zip Code)


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

      Securities registered under Section 12 (b) of the Exchange Act: NONE
                                                                      ----

                     Securities registered under Section 12
                            (g) of the Exchange Act:
                     Common Stock, par value $.001 per share
                     ---------------------------------------

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 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 [_]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB/A or any
amendment to this Form 10-KSB/A. [_]

State the issuer's revenues for the most recent fiscal year: $760,857

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days.

As of March 16, 2005: $10,250,000

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 51,677,282 shares of common stock,
$.001 par value per share, as of March 17, 2005.

Transitional Small Business Disclosure Format (check one): Yes [_] No [X]

<PAGE>

                                TABLE OF CONTENTS
                                -----------------
                                                                            Page
                                                                            ----

                                     PART I

Item 1.     DESCRIPTION OF BUSINESS...........................................2
Item 2.     DESCRIPTION OF PROPERTY..........................................15
Item 3.     LEGAL PROCEEDINGS................................................15
Item 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..............15


                                    PART II

Item 5.     MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.........15
Item 6.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION........16
Item 7.     FINANCIAL STATEMENTS.............................................F-1
Item 8.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
            ACCOUNTING AND FINANCIAL DISCLOSURE..............................24
Item 8A.    CONTROLS AND PROCEDURES..........................................25


                                    PART III

Item 9.     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
            PERSONS; COMPLIANCE WITH SECTION 16(b) OF THE EXCHANGE ACT.......25
Item 10.    EXECUTIVE COMPENSATION...........................................25
Item 11.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
            MANAGEMENT.......................................................26
Item 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...................28
Item 13.    EXHIBITS AND REPORTS ON FORM 8-K.................................28
Item 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES...........................30

SIGNATURES  .................................................................31

<PAGE>

                                EXPLANATORY NOTE

We are filing this Annual Report on Form 10-KSB/A for the year ended July 31,
2004 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 new financial statements which should be relied upon are contained in this
Form 10-KSB/A. The following is an explanation of the transactions giving rise
to the restatement and the items affected by the restatement.

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. The restated
financial statements reclassify the advances by Westek Limited as capital
contributions. As a result, the following items have been affected as follows:

     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:

<TABLE>
<CAPTION>

Balance Sheet                                      As Reported   As Restated    As Restated
                                                   1/25/05       2/23/05        7/28/05
                                                   -----------   -----------    -----------
<S>                                                 <C>             <C>         <C>
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)   (2,002,391)

</TABLE>


<TABLE>
<CAPTION>


Statement of Operations                            As Reported   As Restated    As Restated
                                                   1/25/05       2/23/05        7/28/05
                                                   -----------   -----------    -----------
<S>                                                 <C>             <C>         <C>
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)
</TABLE>


<PAGE>


                                     PART I

Item 1. DESCRIPTION OF BUSINESS

General Overview
----------------

In Veritas Medical Diagnostics, Inc. (formerly In Vivo Medical Diagnostics, Inc.
and Sports Information and Publishing Corp.) (the "Company") is engaged in the
development of lateral applications of novel measurement techniques in medical
devices with `near-patient' (i.e. point of care) testing applications.

<PAGE>

History
-------

On July 30, 2004, the security holders of Hall Effect Medical Products, Inc.
consummated the transactions contemplated by a share exchange agreement (the
"Share Exchange Agreement"), dated as of June 30, 2004, by and among Sports
Information and Publishing Corp. , Michael D. Tanner, HEMP Trustees Limited, as
the corporate trustee of the HEMP Employment Benefit Trust, John Fuller, Brian
Cameron, Westek Limited, and the security holders of Hall Effect Medical
Products, Inc. As a result of the exchange, Hall Effect Medical Products, Inc.
became our wholly owned subsidiary ("In Vivo DE").

Thereafter, the parties to the Share Exchange agreed to amend the terms of the
agreement to correct certain information regarding (i) the number of shares
issued in connection with the transactions contemplated by the agreement, and
(ii) the capitalization of the Company both before and after the transactions
contemplated by the agreement.

                                        2
<PAGE>

Pursuant to the Share Exchange, as amended, 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% voting redeemable
     convertible preferred stock (the "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 ($450,000 of which was converted by July 31,
     2004), issued by In Vivo DE's wholly owned subsidiaries, Hall Effect
     Technologies Ltd. and Jopejo Ltd., in exchange for the cancellation of such
     notes; 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 DE.

Each full share of the Company's 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.

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(UK)") and Jopejo
Ltd. ("Jopejo"), both of which are incorporated under the laws of England and
Wales and based in Inverness, Scotland.

IVMD(UK), 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 Trust Company Limited and the
operations of the companies merged to achieve development savings.

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.

Products and Services
---------------------

We currently have applied for eleven patents (see table below), from granted to
pending, covering the generic application of our products and technology. We are
currently working on a number of additional patents for submission during the
next year. We have allowed two additional patents to lapse because we believe
that they are no longer core to our business and have no commercial value for
us. We have engineered prototypes on three distinct products:

                                        3
<PAGE>


o    a prothrombin device for measuring the clotting or coagulation time of
     blood in patients at risk of heart disease and stroke - a critical
     measurement for a condition affecting millions worldwide

o    a suite of products for fetal heart monitoring and predicting the onset of
     labor several weeks in advance of the commencement of labor pains

o    a device to establish proof of principle, and a prototype to demonstrate a
     low cost and non-harmful alternative to conventional X-ray imaging

We have also established the concept and are developing proof of principle for
other low-cost and safe magnetic detection systems for additional applications,
including:

o    a minimally-invasive, rapid and accurate system for detection of compounds
     within blood

o    a non-invasive glucose monitoring system for diabetics which can be merely
     clipped to a patient's ear lobe (or other area with blood rich tissue) and,
     without taking blood from the patient, will measure levels of glucose in
     the blood;

o    a rapid, non-invasive monitoring device for osteoporosis

o    a surgical instrument positioning system.

The initial commercial product was a computer input device based on our patented
technology, known as the "Evomouse," which was developed to the point of sale.
Although the initial response in the computer peripheral press was very
encouraging, we determined that this device is non-core to the future of our
business. Accordingly, we discontinued production and are seeking to sell or
license rights to the "Evomouse." We have recently entered into discussions for
this product with a group of private investors from the U.S.

Services
--------

We have built a successful reputation for delivering rapid prototype and
production development programs. Using skilled managers with experience
transferable from other industrial sectors, we can take our concept applications
to prototype and even production release stage, in timescales vastly shorter
than conventional project management would suggest.

Commercial Arrangements
-----------------------

We have entered into a development contract and license agreement for our
prothrombin blood clotting measuring device with Inverness Medical Innovations,
Inc (IMA - Amex) ("IMI"), located in Boston, MA. The development contract
contributes over $2 million, over an 18-month period, and culminates in the
delivery of the initial batch of units for 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 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
first 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.

In addition, our glucose monitoring technology has been examined by Novo Nordisk
(Denmark), the world's largest supplier of insulin for diabetics, which has
expressed that it will enter into a commercial agreement with us when we are
able to demonstrate proof of principle in blood.

Product Descriptions
--------------------

The table set forth below briefly describes our key products, their applications
and advantages over current technology and products.

                                        4
<PAGE>

<TABLE>
<CAPTION>

------------------------------ ---------------------- ------------------------ ------------------------
          Technology                  Product           Key Applications/            Advantage
                                                             Market
------------------------------ ---------------------- ------------------------ ------------------------
<S>                            <C>                    <C>                      <C>
          Blood analyte        Prothrombin blood      Minimally-invasive,      Small, cheap device
          measurement          clotting measuring     accurate and safe,       with rapid measurement
                               device                 characteristic           using world leading
                                                      measuring device for     blood sample size
                                                      heart attack and
                                                      stroke sufferers
------------------------------ ---------------------- ------------------------ ------------------------

          Fetal heart rate     Consumer and           Reliable at-home and     Small, external
          monitor              professional  medical  professional-medical     device. Reliable
                               fetal well being       heart rate monitor for   detection and
                               monitor                unborn babies            continuous signal
                                                                               display. Ease
                                                                               of use. Current
                                                                               professional
                                                                               medical devices
                                                                               are unreliable.
                                                                               No device capable
                                                                               of untrained use
                                                                               exists. Device
                                                                               can be produced
                                                                               at significantly
    IN DEVELOPMENT                                                             less cost
                                                                               than current
                                                                               in-market devices.
------------------------------ ---------------------- ------------------------ ------------------------
</TABLE>



<TABLE>
<CAPTION>
------------------------------ ---------------------- ------------------------ ------------------------
          Technology                  Product           Key Applications/            Advantage
                                                             Market
------------------------------ ---------------------- ------------------------ ------------------------
<S>                            <C>                    <C>                      <C>
          Labor predictor      Predictor of labor     Accurate prediction of   High negative and
                               onset                  onset of labor from 6    positive predictive
                                                      weeks out.  Consumer     success. Ease of use.
                                                      device for maternity     No competition exists
                                                      planning                 either in professional
                                                      In hospital,             medical or consumer
                                                      professional care for    markets
                                                      mothers identified
                                                      at-risk for pre-term
                                                      delivery.
------------------------------ ---------------------- ------------------------ ------------------------

          Blood analyte        Blood glucose monitor  Non-invasive, accurate   Small, inexpensive
          measurement                                 and safe, glucose (and   device with rapid
                                                      other) concentration
                                                      continuous bulk
    IN RESEARCH                                       measuring device
                                                      measurement
------------------------------ ---------------------- ------------------------ ------------------------

          Medical imaging      Digital scanning       Non-invasive, safe,      Small and portable,
                               machine                high quality             cheap, continuous
    IN RESEARCH                                       alternative to 2D        display.  No ionizing
                                                      X-ray scanning           radiation.
------------------------------ ---------------------- ------------------------ ------------------------

          Bone density         Osteoporosis detection Non-invasive instant     No ionizing
          monitor              and monitoring device  display of bone          radiation.  Cheap and
    IN RESEARCH                                       mineral density for      accurate
                                                      osteoporosis patients
------------------------------ ---------------------- ------------------------ ------------------------

          Internal Surgery     In- theatre detection  Safe and accurate 3D     Alternative to low
                               system                 positioning of           power X-rays, use with
    IN RESEARCH                                       instruments and probes   tomography
                                                      during surgery
------------------------------ ---------------------- ------------------------ ------------------------
</TABLE>

                                        5
<PAGE>


The advantages of our technology can be summarized as follows:

o    our devices represent the transfer of known technology from physics to
     medicine;

o    our technology can measure non-invasively or with very low analyte/sample
     size;

o    the magnetic fields applied to human use are benign and safe;

o    our devices can be produced and sold at a much lower cost than most
     competitive products;

o    our devices give 'next generation' technical superiority by:

o    operating from direct current to high alternating current frequencies;

o    measuring very low levels of displacement; and

o    working with low level magnetic fields

Marketing Strategy
------------------

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.

Recent Achievements
-------------------

Since June 2001, our management team has achieved the following:

o    Focused development of our technology to create value around a portfolio of
     linked biomedical products, with enormous potential global market
     applications.

o    Demonstrated the ability to develop a new, novel product from concept to
     manufacturing in China, with the establishment of marketing and
     distribution channels.

o    Created a core skills base suited to the science and fast track
     commercialization of these projects.

o    Created a network of specialists to allow rapid, low overhead delivery of
     solutions.

o    Focused research programs delivering proof of principle on the biomedical
     applications of the Hall Effect.

o    Established a licensing and distribution agreement, and initiated letters
     of intent and negotiations with major biomedical companies leading to up to
     16 separate product opportunities.

o    Two of our eleven core patents have been granted and the remaining nine are
     pending. We are currently working on additional patent applications and
     filings using the Hall Effect (discussed below) and other transferable
     technologies to niche exploitation areas.

o    Secured capital investment from the UK government via the Inverness and
     Nairn Enterprise Regional Development Board which has taken equity and
     guaranteed a program to provide partial funding for three major development
     programs.

o    Started two PhD. Research programs at Strathclyde University in Glasgow,
     Scotland to further our research in non-invasive analyte measurement.

Scientific Platform
-------------------

The Hall Effect and Magnetic Systems

We have unique expertise with the Hall Effect as applied to medical
applications. The Hall Effect is a physical principle that was discovered in
1875, but whose applications were not fully utilized until the introduction of
modern high sensitivity and custom-made semiconductors and contemporary computer
processing power.

The definition of the Hall Effect is the generation of an electric potential
perpendicular to both an electric current flowing along a conducting material
and an external magnetic field applied at right angles to the plane containing
the current and Hall field.

                                        6
<PAGE>


We have pioneered the use of Hall Effect devices in highly sensitive
proportional measurement, exploiting their ability to measure to extremely high
levels of accuracy in many environments. We have combined this basic technology
with magnetic system design and digital signal processing to create non-invasive
measurement systems which can characterize compounds and measure bulk and
concentration at a molecular level.

Advanced Electronics and Signal Management

In developing these very accurate measuring devices, we have built substantial
knowledge and intellectual property around the acquisition and processing of low
and ultra-low level electrical signals, with particular attention to techniques
for noise cancellation, compensatory processes for extraneous signals and
temperature effects. In particular, these techniques have significant use in
fetal monitoring applications where low-level electrical signals acquired from
the patient can be effectively processed, enabling novel and valuable diagnosis.

These advantages combine to produce opportunities for the measurement of medical
conditions either never before measured or in so effective a way that
near-patient monitoring previously greatly demanded but technically impossible,
can now be a cost-effective reality.

Intellectual Property

We believe that our science and capability is unique. In view of the low level
of published research and patent activity around these measurement principles,
to our knowledge, no other company or group has attempted to use these
techniques for these levels of measurement to develop product applications. Our
intellectual property is based upon our ability:

o    to work at an appropriate physical level to specify magnetic systems

o    to develop high sensitivity Hall Effect devices using Molecular Beam
     Epitaxy (manufacturing) techniques;

o    to use the Hall Effect in high precision proportional measurement
     applications;

o    to provide advanced signal processing and control techniques to extract low
     level signals in biological systems; and

o    to establish techniques for measuring low-level effects with high levels of
     precision.

In all cases, we own the intellectual property associated with our products and
applications. In addition to our issued patents and pending patent applications,
we are in the process of filing for several additional patents at both a core
principle and application levels.

Our eleven core patents and patent applications consist of the following:

 Patents                        Pending                              Granted
---------------------------     ----------------------------------   -----------
Blood Coagulation (Unipath)     China, European Patent, Japan, US
Ref: 23827.GB
---------------------------     ----------------------------------   -----------
Blood Monitor (Q-Meter)         China, European Patent, Japan, US
Ref: 1 (4)
---------------------------     ----------------------------------   -----------
Blood Monitor                   China, European Patent, Japan, US
(Susceptibility)
Ref: 1 (5)
---------------------------     ----------------------------------   -----------
Heart Monitor                   China, European Patent, Japan, US
Ref: FP3061
---------------------------     ----------------------------------   -----------
Immunoassay                     China, European Patent, Japan, US
Ref: P/25260
---------------------------     ----------------------------------   -----------
Labor Prediction                European Patent, Japan               United
Ref: FP2708                                                          Kingdom, US
---------------------------     ----------------------------------   -----------
Magnetic Separation             First Filing
Priority Date:
19/06/2004 GB
---------------------------     ----------------------------------   -----------

                                        7
<PAGE>


 Patents                        Pending                              Granted
---------------------------     ----------------------------------   -----------
Medical electrode               China, European Patent, Japan, US
Ref: P3129
Mouse                           Japan                                China,
Ref: 1 (1)                                                           Germany*,
                                                                     European
                                                                     Patent,
                                                                     France*,
                                                                     United
                                                                     Kingdom*,
                                                                     US
---------------------------     ----------------------------------   -----------
Scanner                         China, European Patent, Japan, US
Ref: 1 (3)
Surgical Positioning            China, European Patent
Ref: 1 (2)
---------------------------     ----------------------------------   -----------

* European Patent

Path from Research to Products

Most advanced in development is the prothrombin time measuring device, with our
goal to deliver a finished product under our commercial development license with
IMI in 2005.

Our fetal monitoring applications are technologically the second most advanced
in our medical device portfolio as we enter the second phase of clinical trials.
To support the direction of our product development in line with our strategy of
keeping the application focused on the end user, we have already conducted
market research in clinics in both the US and the UK. These have substantiated
the end product portfolio and given critical insights into the potential issues
related to the ultimate marketing of the products.

Although a significant number of other product opportunities are under
consideration for magnetic susceptibility and dielectric dissipative measurement
systems (and we believe substantially more are undoubtedly yet to be
considered), the focus of our ongoing development research has been to establish
a core platform with specific emphasis on non-invasive measurement of the
glucose content of blood.

Initial Commercialization Strategy

The prothrombin blood clotting time measurement device and the fetal monitoring
devices utilize much of the core science and technology that applies to the
applications in research.

The nature of the commercial contracts for these two products is quite
different. For the prothrombin time measurement device we are essentially
providing a front-end measuring system for a product that will be independently
developed, produced and marketed by the Unipath division of IMI.

In the case of the fetal monitoring devices, we are producing semi-engineered
prototypes for clinical trials that are in the process of completion. Our
commercial strategy for these devices is to have the devices produced and
assembled for us in China and contract with partners that can assist us in
marketing and distributing the products. We intend to rely on our distribution
partner's experience and contacts with the end-users on issues of product
features, functions and performance criteria. We are also in discussions with a
second commercial partner who would take the product into the US, Europe and
other world markets. These arrangements only cover the consumer range of
products and further partnerships are being sought for professional medical
devices.

Products

`Evomouse'

This device uses the Hall Effect in a proportional way to provide unique
performance through four axes of input movement. As such it provides intuitive,
single-handed control for computer gamers and has received critical acclaim by
major specialist press. Negotiations are ongoing for licensing the technology to
software and hardware producers, including Sony and Guillemot (branded
`Thrustmaster'). This product was the first of a projected suite starting with a
targeted offering at the gaming market and has opened opportunities for field
licenses for gaming controllers such as joysticks as well as the more
conventional mouse type product.

                                        8
<PAGE>


Prothrombin Blood Coagulation Time Measuring Device

The prothrombin time (PT) is one of the most important laboratory measures to
determine the functionality of the blood coagulation system. It is used in
patient care to diagnose diseases of coagulation, assess the risk of bleeding in
patients undergoing operative procedures, monitor patients being treated with
oral anticoagulant (coumadin) therapy, and evaluate liver function. The PT is
performed by measuring the clotting time of platelet-poor plasma after the
addition of calcium and thromboplastin, a combination of tissue factor and
phospholipid.

Both of the techniques in development, magnetic susceptibility and dielectric
dissipation, can more easily be applied to measuring in-vitro rather than
in-vivo analytes. The principles of measurement remain the same. For this
specific application however, we are developing the magnetic susceptibility
method as we have ascertained that this gives us the most accurate and
repeatable measurement of clotting time and also the best grounds for a suite of
unchallengeable patents.

As in the current practice in diabetic glucose monitoring, we extract a small
drop of blood from a finger and place it on a strip. The prime advantages in
using our PT measurement system over current devices are twofold: (a) cost, and
(b) the fact that our device only requires 1 microliter of blood, significantly
less invasive than the 20 microliters of blood required by the only comparable
systems. This makes it more likely to be used frequently and hence reduce the
downstream cost of care for patients.

Market for PT Monitors

During the last few years PT monitors have been increasingly proposed as a
substitute for conventional laboratory systems to control oral anticoagulant
treatment. The distinct advantage is that they can be used for patient
self-testing. Their use in combination with computer programs designed to adjust
the dosage is predicted to open a new era in oral anticoagulant monitoring and
all parties involved will benefit from such a revolution.

Physicians in charge (specialists and general practitioners) will be able to
handle the increasing numbers of patients on oral anticoagulants. Laboratory
workers now engaged in lengthy routines will now be available for other tasks.
Health services groups and organizations may save a considerable amount of
economic resources now spent in the management of patients on oral
anticoagulants. Patients themselves will benefit by spending less time attending
overcrowded waiting rooms.

An estimated 17 million people worldwide die of cardiovascular diseases every
year, particularly heart attacks and strokes (Source: WHO). The total European
market revenues in 2004 is estimated to be 150 million euro and is expected to
increase to 375 million euro in 2009 with marked increases in point of care
testing and decreases in laboratory testing and sample size forecast (Source:
Frost & Sullivan)

The current benchmark PT monitor is the CoaguChek system marketed by Roche. Our
patents in the PT monitors include both the configuration of the measurement
apparatus and the detail of the strip design. The principal advantages of our PT
Monitor over the CoaguChek system is shown in the table below.



Feature            CoaguChek                      IVMD
------------------ ------------------------------ ------------------------------
Pain of use        Inhibitive                     Micro-lance - `pin-prick'
------------------ ------------------------------ ------------------------------
Blood volume       20 microliters                 2 microliters
------------------ ------------------------------ ------------------------------
Ease of use        Complex & error prone process
------------------ ------------------------------ ------------------------------
Size of device     Desk top                       Hand-held; mobile phone
------------------ ------------------------------ ------------------------------
Cost of device     $1,295                          nominal
------------------ ------------------------------ ------------------------------
Cost of strip      $4.83                           nominal
------------------ ------------------------------ ------------------------------
Power consumption  Multi, hi-capacity batteries   Pen-torch style, low-capacity
------------------ ------------------------------ ------------------------------

                                        9
<PAGE>


Fetal Monitoring Devices

We are currently completing development of two interlinked fetal monitoring
devices - fetal heart monitoring and the prediction of labor onset (POLO) - has
had two phases of clinical trials conducted in Leeds, England.

Fetal heart rate is the most reliable measure of fetal well-being and is an
important part of antenatal and intrapartum care. Currently physicians and
midwives use auscultation - merely listening through a trumpet - or small
ultrasound devices that detect the fetal heart through the Doppler effect. Both
methods are unreliable and do not give accurate diagnostic capability. Labor
onset (palpation of tightenings and contractions) is currently estimated through
observation of uterine activity by the mother, the general practitioner or
midwife. Again there is little predictive accuracy in these methods and, while
there are interventions to manage prematurity, Their application follows no key
rules and is often subjective.

There are a number of diagnostic, specialist, hospital-based systems in
development but these are costly, expert-centered and not highly successful in
negative and positive prediction of labor onset.

There are no methods available or in development for home, unskilled use by
mothers-to-be for listening to their developing baby's heartbeat or predicting
the onset of their labor.

Through developing a practical application from a recently published piece of
science regarding myometrial activity, we have created devices capable of
extracting low-level electrical signals from the uterus.

These are acquired from electrodes placed on the surface of the abdomen and, by
using in-house developed algorithms can demonstrate birth onset windows from two
weeks in advance. In addition, the fetal heart rate can be extracted from the
resulting algorithms and an instant display of fetal well being given.

The next development phase and the third phase of clinical trials will extend
the capability of these signals and algorithms to give much greater accuracy.

Market for Fetal Monitoring Devices

There are 600,000 births in the UK each year, 4,000,000 in the US and an
estimated 4,000,000 in the countries of the rest of the world in which we have
patents granted or pending, excluding China. In consideration of the market
size, socio-demographics play a key role in estimating the potential for
'over-the-counter' device sales while health care 'cost-of-quality' plays an
important factor in professional medical devices - particularly with respect to
the care of the 15% of mothers who are currently considered 'at risk' for
premature delivery. These factors have been taken into account when developing
the market research clinics we have held in the UK and US. We have not yet
studied detailed market socio-demographics to determine the size of the market
for our products in China.

Our Suite of Fetal Monitoring Products

A suite of products are envisioned with linked styling and progressively
increasing levels of diagnostic and data storage capability to cater to both `at
home' and maternity ward use.

A further element in the product suite is the inclusion of disposable contact
pads which are used with the predictor and professional medical products. These
are uniquely keyed to the machines and provide an important revenue generator.

Ultimately this product will enable a significant advance in near patient and
remote care through software which is easily downloadable and transmissible
using conventional communications media.

In Research
-----------

Non-Invasive Blood Analyte Measurement Products

Two methodologies are in development which can, either in isolation or in
combination, identify and measure analytes within a fluid or suspension.

The first technique, `magnetic susceptibility', subjects the sample, in-vivo or
in-vitro, to a known magnetic field. As all substances, whether para or
diamagnetic, are susceptible to the field by virtue of the ions and electrons
within the molecule, they are displaced by varying amounts. By introducing our
developed magnetic systems and circuitry, this displacement can be measured
using sensitive, but conventional, Hall Effect devices and appropriate signal
analysis software (again unique to HET).

The second technique, `dielectric dissipation', quantifies the dielectric
properties and in particular, the loss factors of the subject analyte at the
resonance frequency of the molecule. By determining the energy loss, or quality
factor, of the analyte its concentration in fluid can be determined. Where the
resonant frequency of different analytes is very similar a known magnetic field
can be introduced to displace the molecules and differentiate their resonant
frequencies.

Our work in this area has focused on the non-invasive, continuous bulk
measurement of the glucose content of blood.

                                       10
<PAGE>

The Market for Glucose Measuring Devices

Worldwide annual sales of self-monitoring glucose products for diabetics were
estimated to have totaled $5 billion in 2003 and are forecast to grow
approximately 10% compounded annually (Source: Abbott Laboratories). Worldwide
there are estimated to be currently 175.0 million diabetics, forecast to rise to
366 million by 2030 as diagnosis improves and lifestyles become more sedentary
(Source: WHO). Primary diabetes care costs are a significant factor but indirect
costs are a more substantial burden to healthcare services as diabetes is one of
the most prevalent causes of blindness, kidney disease, nerve disease and
amputations, heart disease and stroke.

A typical diabetic in the developed world consumes between $320 and $1,120 of
resource and materials per annum. Management of the condition may require a
sample of blood to be drawn several times every day - an often painful process.

Currently, the supply of glucose testing equipment is dominated by Johnson and
Johnson, Roche Diagnostics, Abbott Medicines and Bayer Diagnostics with combined
sales of 87% of disposable strips. The US market reached $2.6 billion in 2002
with an estimated compound annual growth rate (2002-2005) of 13.1%. Therefore it
is key to improve glucose meter technologies to encourage frequent testing.

All the major players, and some smaller technology companies, are developing
technologies to measure non-or minimally-invasive. Minimally invasive methods
are based on either a correlation of interstitial fluid glucose content or an
implant able glucose biosensor. Non-invasive methods use linear
absorption/transmission spectra of near infrared light or the magneto optical
rotator effect. Some are close to market launch but all are costly, sizeable
machines and none measure bulk readings or continuously.

Our Glucose Blood Monitoring product is being designed to be a pocket calculator
sized device with a small clip to attach to the ear lobe or finger to obtain a
reading. The advantages are that it will be safe, truly non-invasive and
accurately monitor and provide continuous, bulk trends in real time. It can be
produced very cheaply and provide substantial cost savings and health benefits
to users over time.

We believe that it will be capable of being offered to healthcare purchasers, in
consideration of the benefits to health authorities, for a wholesale price of
$200.

We believe that the market potential for this product is huge, as reflected in
the statistics set forth below:

<TABLE>
<CAPTION>


                   No of            25 year         Memo:            Memo:            Target use       Target sales
                   diagnosed        predicted       Self             Self             within           volume by
                   diabetics        growth          monitoring       monitoring       diabetic         year 5
                   (`000)           (%)             market size      market           population at    (`000)*
                                                    ($m)             forecast
                                                                     year 5
                                                                     growth (%)
------------------ ---------------- --------------- ---------------- ---------------- ---------------- ---------------
<S>                <C>              <C>             <C>              <C>              <C>              <C>
UK                 1,440            27              154.4            16.0             1 in 15          96
------------------ ---------------- --------------- ---------------- ---------------- ---------------- ---------------
USA                10,300           47              1001.6           13.8             1 in 15          687
------------------ ---------------- --------------- ---------------- ---------------- ---------------- ---------------
W. Europe          7,100            35              982.4            16.0             1 in 25          355
------------------ ---------------- --------------- ---------------- ---------------- ---------------- ---------------
Other Regions**    30,400           32              639.2                             1 in 100         304
------------------ ---------------- --------------- ---------------- ---------------- ---------------- ---------------
India              22,900           150                                               1 in 200         115
------------------ ---------------- --------------- ---------------- ---------------- ---------------- ---------------
China              18,600           102                                               1 in 250         75
------------------ ---------------- --------------- ---------------- ---------------- ---------------- ---------------
Memo: World Total  154,400          94              2777.6           $6.4    billion
                                                                     by year 5
------------------ ---------------- --------------- ---------------- ---------------- ---------------- ---------------
</TABLE>

*    Assumes that the product will have a 5 year life cycle and that sales will
     peak at the target level

**   Countries outside of Europe and the US where patent cover is pending or
     granted
     -------

Other Potential Products

In addition to Glucose blood monitoring, our intellectual property covers the
use of the technology for the measure and monitoring of any blood analyte -
either one which occurs naturally or is introduced (i.e., through a drug or
carrier). Typical examples of minimally or non-invasive applications are:

o   Oxygen - continuous oximetry
o   Estrogen - fertility measurement
o   Protein markers - for gene evaluation / modification programs
o   Drugs
o   Alcohol

                                       11
<PAGE>


Medical Imaging

Currently simple, two-dimensional imaging is carried out in hospitals and dental
practices using conventional X-ray techniques. This relies on the use of harmful
ionizing radiation and operators, and patients, must take great care to avoid
damaging overexposure.

The magnetic susceptibilities of bone and blood rich tissue differ significantly
and therefore when part of a body is placed between a magnetic source and an
array of Hall devices differential measurements can be taken to create an image
with very high resolution. If a TFT screen, a device similar to a lap-top
computer, is utilized with pixel dedicated Hall Effect chips then a small
portable, and even flexible, device can be created. This creates opportunities
for new and existing markets for low cost, high quality imaging.

In the UK the 355 hospital trusts have anything from a single unit in a cottage
hospital to 15-20 X-ray rooms in a large hospital. Increasingly hospitals are
using digitally mastered images to hold and network patient files. Diagnostic
imaging sales are on the increase both in the UK and the US with x-rays being
the largest growth sector.

US figures are shown in the table below.

<TABLE>
<CAPTION>
------------------- ----------------- ----------------- ----------------- ----------------- -----------
                    1999 $ million    % Market Share    2004 $ million    % Market Share    AAGR %
                                      1999                                2004              1999-2004
------------------- ----------------- ----------------- ----------------- ----------------- -----------
<S>                 <C>               <C>               <C>               <C>               <C>
X- ray and          1923.5            47.3              2794.5            52.1              7.8
digital X-ray
------------------- ----------------- ----------------- ----------------- ----------------- -----------
CT and ultrasound   1707.2                              2091.1                              4.1
------------------- ----------------- ----------------- ----------------- ----------------- -----------
Nuclear medicine    401.7                               474.4                               3.4
------------------- ----------------- ----------------- ----------------- ----------------- -----------
Total               4033.4                              5360.0                              5.9
------------------- ----------------- ----------------- ----------------- ----------------- -----------
</TABLE>


The target for this product is a variant of the 2-dimensional imaging, X-ray
market currently dominated by Philips, Seimens and Toshiba. This device will be
substantially cheaper with no harmful effects, require less user skill and be
more compact to the point that a portable unit is planned for use in-situ for
trauma cases. In dentistry, where different manufacturers compete, it will be
attractive on cost and function as well as being intrinsically safer and more
user friendly and will be a direct replacement for the current intra- and
pan-oral devices.

Bone Mineral Densitometry

Osteoporosis affects one in three women and one in fifteen men in the western
world. As a health care issue it is becoming more prevalent as lifestyles become
more sedentary and diet less varied. In addition the de-mineralization of bone
in young children is becoming an issue of increasing concern in the western
world, as diets are becoming less mineral rich - particularly in calcium. There
are further complications in the scanning of children for bone mineral
deficiency as current processes require the child to lie perfectly still for a
number of minutes.

In conjunction with a commercial partner, we are researching a variant of the
medical imaging technology which also utilizes the dielectric dissipative
measuring technique to detect and quantify more accurately and more
conveniently, the onset and early stages of the disease. We have filed patents
in this area for the application of our technology.

Two product streams are envisioned. The first is a hospital use device of a size
capable of performing whole body scans. The second is a hand-held device, which
could scan a finger or vertebrae, and give accurate and rapid readouts of bone
mineral levels. Both devices would give an instant reading against a
patient-trend benchmark.

While we have yet to formally conduct a market review we estimate the market
value for over-the-counter devices alone to grow to in excess of $800 million*
per year by 2007. A full study will be launched when the concept demonstrator
stage is reached.

Internal Surgery

This project is a spin-off from our positional work. Using sensitive Hall Effect
devices in a magnetic field accurate internal positioning of surgical probes,
instruments and other internal medical devices can be achieved. Current practice
uses low power X-rays and computer tomography however this carries the
disadvantage of using ionizing radiation. This is of particular value in keyhole
surgery and the treatment of certain cancers and where magnetic markers can be
used to identify locations within the body. Ideally this technology can be
combined with force feedback techniques. Patents have been filed and the
development program specified.

                                       12
<PAGE>

Product Summary - Technologies and Applications Currently in Development

The following definitions set forth the current stage of development of our
technology, in terms of the products we have proven as to concept, functionally
demonstrated, produced prototypes, or are in actual volume production.

<TABLE>
<CAPTION>

Phase 1                 Phase 2               Phase 3             Phase 4                Phase 5
----------------------- --------------------- ------------------- ---------------------- --------------------
<S>                     <C>                   <C>                 <C>                    <C>
Concept Proving         Functional            Semi - engineered   Fully - engineered     Volume Production
                        demonstration         prototypes          prototypes
----------------------- --------------------- ------------------- ---------------------- --------------------
Bench and laboratory    Bench simulator       Batch production    As final production    For sale to market
to substantiate         which can             to finished         version used for
hypothesis              demonstrate           design using some   field trials in
                        capabilities          production          market
                                              materials and
                                              techniques
----------------------- --------------------- ------------------- ---------------------- --------------------
                                              3 and 4 may         run                    Tooling will start
                                              concurrently        depending on           in advance of...
                                              confidence          levels in
                                              materials and       production
                                              techniques
----------------------- --------------------- ------------------- ---------------------- --------------------
0+ 6 months             0+ 10 months          0+ 16 months        0+20 months            0+24 months
----------------------- --------------------- ------------------- ---------------------- --------------------
Capability:
----------------------- --------------------- ------------------- ---------------------- --------------------
IVMD  - current         IMDV + resource       Small consortium    Larger consortium      Current market
                                              Current market      Current market player  player
                                              player
----------------------- --------------------- ------------------- ---------------------- --------------------
</TABLE>



The current product development status of our technology may be summarized as
follows:

<TABLE>
<CAPTION>

Technology                   Product                    Key Applications                 Development Stage
---------------------------- -------------------------- -------------------------------- --------------------
<S>                          <C>                        <C>                              <C>
1. Computer input device Gaming input mouse Computer
                             Windows 3D mouse  movement input where 4 axis of            5
                                                        are required
---------------------------- -------------------------- -------------------------------- --------------------
2. Blood analyte Blood glucose monitor Non-invasive, accurate and 1 measurement
(non-invasive) Blood oxygen monitor safe monitor of presence and 1
                             Blood oestrogen monitor    concentration                    1
                             Misc. blood analyte
                             monitor                                                     1

---------------------------- -------------------------- -------------------------------- --------------------
3. BAM (minimally invasive) Point of care blood
                             analysis                   Minimally -  invasive,  safe,    3
                                                        accurate monitoring of
                                                        clinical condition
---------------------------- -------------------------- -------------------------------- --------------------
4. Medical imaging           Professional medical       Non-invasive, safe, high -       3
                             scanner                    quality alternative to 2D X-
                             Portable imaging device    ray scanning
                             Dental imaging device
---------------------------- -------------------------- -------------------------------- --------------------
5.                           Bone densitometry Professional medical Non-invasive
                             and safe 1 densitometer measurement of onset and
                             OTC variant for home use status of osteoporosis
                             (esp. for female use)
---------------------------- -------------------------- -------------------------------- --------------------
6.                           Internal surgery Instrument position Safe and
                             accurate 3D 1 monitor positioning of instruments

---------------------------- -------------------------- -------------------------------- --------------------
7. Fetal heart rate monitor  Fetal heart monitor        Reliable at- home and            3
                                                        professional medical heart
                                                        rate monitor for unborn babies

---------------------------- -------------------------- -------------------------------- --------------------
8. Labor predictor           Labor predictor-OTC        Accurate prediction of onset     3
                             Labor predictor-           of labor from 6 weeks out
                             professional medical
---------------------------- -------------------------- -------------------------------- --------------------
</TABLE>

                                       13
<PAGE>


PRODUCT DESIGN, PROTECTION, MANUFACTURING AND PRODUCTION

We have established the following relationships to enable us to develop, produce
and protect our product applications and technologies to create our operational
platform:

o    Chinese manufacturing - HET is active in manufacturing and assembling
     products via a number of manufacturers in China, particularly Hen Young
     Manufacturing in the Don Guan province.

o    Patent/IPR management - HET uses Wilson Gun McCaw and Novagraaf to
     construct and manage its patent process. Patent files are held on the
     central database `Netspat'.

o    Medius, a specialist agency for the patent/licensing process in the
     biomedical field will provide expert patent audit and positioning of our
     ideas within patent niches.

o    Double Helix is responsible for product positioning through in-market
     research.

o    Kinneir Dufort ("KD") and JAB Design ("JAB") have been engaged to deliver
     product design and basic engineering from Phase I of product development.
     KD specializes in biomedical products and has a significant track record
     with blue chip companies. JAB is a specialist in small electronic device
     packaging and prototype and production design and sourcing.

o    Rosti is a specialized plastics and electronics manufacturing and assembly
     company which is part of the Danish AP M0ller group. It has supply
     contracts with blue chip companies, including Siemens, Ericsson, Phillips,
     Nokia, GlaxoSmithKline, Johnson & Johnson, Novo Nordisk, and other
     companies. Through working proposals entered into between In Veritas and
     Rosti, Rosti provides us with access to a high quality global manufacturing
     base and a high level of potential licensing partners.

REVENUE GENERATION AND COMMERCIAL OPPORTUNITIES

New Product Development
-----------------------
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.

Applied Research
----------------
Our plan is to build a pipeline of products from applications currently in
development. This will be matched to a set of commercial partners committed to
launch products into global markets. Our technology yields a multitude of
product applications for specific medical conditions. Further market research
and specialist medical input will translate these research programs into
end-user specific projects.

Lateral Synergies
-----------------
The nature of near-patient digital monitoring creates a further and significant
commercial opportunity for electronic data transfer and remote clinical
diagnosis and intervention. All our patent applications consider the use of
wireless data transmission for such use.

Corporate Growth
----------------
By making the current competitive measuring technologies obsolete, our novel
applications facilitate revolutionary approaches to the medical diagnostic
processes in which they are applied, which opens opportunities for an effective
acquisition strategy targeted at some appropriately sized but potentially less
profitable companies who may have established manufacturing and distribution
systems.

Timing of Commercialization
---------------------------

The approximate potential introduction of our products is shown below. Since all
products use a similar platform technology the exact order of introduction will
depend on the order in which we secure development contracts with commercial
partners.

                                       14
<PAGE>


<TABLE>
<CAPTION>
                                Patents   Concept     Functional   Prototypes    Clinical   Production/    Commercial
                                Held      Proven      Demo                        trials    Revenues       Partner
------------------------------- --------- ----------- ------------ ------------- ---------- -------------  ---------------
<S>                             <C>       <C>         <C>          <C>           <C>        <C>            <C>
Prothrombin blood                  Y          Y            Y            Y            Y          2005            Y
coagulation timing device
------------------------------- --------- ----------- ------------ ------------- ---------- -------------  ---------------
Fetal Heart Monitoring/            Y          Y            Y            Y            Y         2005/6           D
POLO consumer
------------------------------- --------- ----------- ------------ ------------- ---------- -------------  ---------------
Fetal Heart Monitoring/            Y          Y            Y           2004          Y         2005/6           D
POLO professional medical
------------------------------- --------- ----------- ------------ ------------- ---------- -------------  ---------------
Non-invasive   blood   glucose     Y          Y          2005          2006        2006         2007           2005
monitoring
------------------------------- --------- ----------- ------------ ------------- ---------- -------------  ---------------
R2 - MID                           Y          Y          2004          2005        2005         2006           2005
------------------------------- --------- ----------- ------------ ------------- ---------- -------------  ---------------
R3 - Other                        Y/N         N          2005          2006        2006         2007          2005/6
------------------------------- --------- ----------- ------------ ------------- ---------- -------------  ---------------
</TABLE>


Item 2. DESCRIPTION OF PROPERTY

Our research and executive offices are located at The Green House, Beechwood
Business Park North, Inverness, Scotland IV2 3BL in 1,128 square feet of leased
space under a lease with an unaffiliated third party, expiring on April 25,
2005, and with an annual rent of approximately $33,600. We intend to relocate
our executive office in the United States to Los Angeles or Boston and options
are currently being considered.

Item 3. LEGAL PROCEEDINGS

We are not subject to any pending or threatened legal proceedings

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There was no matter submitted to a vote of the Company's security holders during
the fourth quarter of the fiscal year ended July 31, 2004.

                                     PART II

Item 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our common stock is quoted on the OTC Bulletin Board under the symbol "IVME.OB".
Prior to our name change from In Vivo Medical Diagnostics, Inc. to In Veritas
Medical Diagnostics, Inc., our common stock was quoted on the OTC Bulletin Board
under the symbol "IVVO.OB". Prior to that we traded under the name Sports
Information & Publishing Corporation and were quoted under the symbol "SIPC.OB".
Prior to July 14, 2004, there was no established trading market for our common
stock.

             Quarter Ended         High           Low
          ------------------     ---------     ---------
          October 31, 2003           --            --
          ------------------     ---------     ---------
          January 31, 2004           --            --
          ------------------     ---------     ---------
          April 30, 2004             --            --
          ------------------     ---------     ---------
          July 31, 2004            3.17          1.60
          ------------------     ---------     ---------
          October 31, 2004         3.20          1.80
          ------------------     ---------     ---------
          January 31, 2005         2.25          0.92
          ------------------     ---------     ---------

As of March 8, 2005, we had 51,376,686 shares of common stock issued and
outstanding owned by approximately 124 holders of record. Our transfer agent is
Corporate Stock Transfer, Denver, Colorado, (303) 282-4800.

                                       15
<PAGE>


Dividend Policy
---------------

We have not declared cash dividends on our common stock and we do not anticipate
paying cash dividends in the foreseeable future.

Recent Sales of Unregistered Securities
---------------------------------------

On July 30, 2004, the security holders of Hall Effect Medical Products, Inc.
consummated the transactions contemplated by a share exchange agreement (the
"Share Exchange Agreement"), dated as of June 30, 2004, by and among Sports
Information and Publishing Corp. (the "Company"), Michael D. Tanner, HEMP
Trustees Limited, as the corporate trustee of the HEMP Employment Benefit Trust,
John Fuller, Brian Cameron, Westek Limited, and the security holders of Hall
Effect Medical Products, Inc. As a result of the exchange, Hall Effect Medical
Products, Inc. became our wholly owned subsidiary and changed its name to In
Vivo Medical Diagnostics, Inc. ("In Vivo DE").

Thereafter, the parties to the Share Exchange agreed to amend the terms of the
agreement to correct certain information regarding (i) the number of shares
issued in connection with the transactions contemplated by the agreement, and
(ii) the capitalization of the Company both before and after the transactions
contemplated by the agreement.

Pursuant to the Share Exchange, as amended, 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% voting redeemable
     convertible preferred stock (the "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 ($450,000 of which was converted by July 31,
     2004), issued by In Vivo DE's wholly owned subsidiaries, Hall Effect
     Technologies Ltd. and Jopejo Ltd., in exchange for the cancellation of such
     notes; 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 DE.

Each full share of the Company's 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.

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.

Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The information in this registration statement contains forward-looking
statements 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 so long
as 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 registration statement 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. The Company's actual results may differ
significantly from management's expectations. Notwithstanding these
forward-looking statements, the Private Securities Litigation Reform Act of 1995
and Section 27A of the Securities Act of 1933 do not protect any statements we
make in connection with this offering.

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 phenomena 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 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.

                                       16
<PAGE>


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 November
7, 2003 under the name Sports Information Publishing Corp. ("SIPC") 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. Subsequent to the merger SIPC changed its name to In
Vivo Medical Diagnostics, Inc.

Effective April 8, 2005, the Company changed its name from In Vivo Medical
Diagnostics, Inc. to In Veritas Medical Diagnostics, Inc.

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 (IMA - Amex) (`IMI'), located in Boston, MA. The development contract
contributes over $2 million, over an 18-month period, and culminates in the
delivery of the initial batch of units for 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 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
first half of 2005, respectively.

In September 2001, we entered into a letter of intent with Rosti (UK) Ltd., a
subsidiary of AP M0ller, 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, GlaxoSmithKlein and Maersk Medical.

Results of Operations

Year Ended July 31, 2004 compared to year Ended July 31, 2003

Revenues

During the year ended July 31, 2004 we had sales of $760,516. During the year
ended July 31, 2003, we had sales of $286,499. The increased revenues were
primarily derived from the development contract and license agreement for our
prothrombin blood clotting measuring device with Inverness Medical Innovations,
Inc ("IMI").

                                       17
<PAGE>


Research & Development Expenses

For the year ended July 31, 2004, research and development costs were $561,686,
an increase from $383,224 for the year ended July 31, 2003. The increase in 2004
resulted from the development of our prothrombin blood clotting measuring device
pursuant to our agreement with IMI.

Depreciation Expenses

Depreciation expenses for the year ended July 31, 2004 increased to $21,892 from
$21,129 for the year ended July 31, 2003. This change is insignificant,
reflecting the fact that investment in fixed assets has not altered materially
from year to year.

General & Administrative Expenses

General and administrative expenses for the year ended July 31, 2004 increased
to $1,193,087 from $954,861 for the year ended July 31, 2003. The increase in
2004 is due to our increased operations, as well as increased legal fees
associated with our patents and the share exchange transaction.

Net Income (Loss)

Our net loss for the year ended July 31, 2004 was $1,016,972, as compared to a
net loss of $1,080,619 for the year ended July 31, 2003. This relatively small
reduction in loss is due to increased sales offset in part by increased
expenditure on research and development and, to a lesser extent, general and
administrative expenses.

Capital Resources

As of July 31, 2004, we had cash of $46,191. Our current liabilities as of July
31, 2004 aggregated $830,326. 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.

Off Balance Sheet Arrangements

We do not have any off balance sheet arrangements as of July 31, 2004 or as of
the date of this report.

Recently Issued Accounting Pronouncements

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.

Recent Events

In December 2004, we 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 a 8% promissory note, and
60,096 shares of our common stock, par value $.001 per share.

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.

                                       18
<PAGE>


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 Veritas 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).

RISK FACTORS

Before you invest in our Company, you should be aware of various risks,
including those described below. You should carefully consider these risk
factors, together with all of the other information included in this prospectus,
before you decide whether to purchase shares of our common stock. The risks set
out below may not be exhaustive. Keep these risk factors in mind when you read
"forward-looking" statements elsewhere in this prospectus. These are statements
that relate to our expectations for future events and time periods. Generally,
the words "anticipate," "believe," "expect," "intend" and similar expressions
identify forward-looking statements. Forward-looking statements involve risks
and uncertainties, and future events and circumstances could differ
significantly from those anticipated in the forward-looking statements.

We are a development stage company and may be unable to develop or license
commercially feasible products.

We are a development stage company and have not generated any significant
revenues from commercial operations. Although we have developed commercial
models of Evomouse and functional demonstration models for our fetal heart
monitor and prothrombin blood-clotting monitor, we have not, as yet,
manufactured any fully-engineered prototype models for commercial demonstration.
We may not be able to produce effectively functioning prototype models or final
products in commercial quantities at acceptable costs, or, if produced, we may
not be able to successfully market the products, directly or in conjunction with
third parties.

We expect our operating losses and accumulated deficit to continue.

We have incurred operating losses each year since inception and had an
accumulated deficit as of July 31, 2004, of approximately $4.45 million.
Inasmuch as we expect to have a high level of operating expenses and will
continue to make considerable expenditures in connection with our research and
development activities, we anticipate that such losses will continue until such
time, if ever, as we are able to generate sufficient revenues to support our
operations. We may not achieve or sustain sufficient revenues to achieve
profitable operations.

Our future revenues are dependent on establishing licenses, joint venture or
distribution arrangements with established companies.

Our ability to generate revenue from the sale of our products will be dependent,
among other things, upon our ability to enter into licenses, joint venture or
distribution arrangements with established businesses with existing sales and
marketing infrastructures. Although we have entered into agreements with the
Unipath division of Inverness Medical Innovations, and are negotiating with
several other companies, we have only generated revenues of $1,420,830 of
development and grant funding from these companies and government initiatives.
There can be no assurance that we will be able to generate revenues or profits
under any such agreements, if and when formalized. In addition, given our early
stage of development and limited capital resources, the terms demanded by any
prospective licensee or joint venture partner may not be attractive to us or
otherwise enable us to achieve our strategic objectives and goals.

Our products may not gain market acceptance.

The products we are currently developing utilize new technologies. As with any
new technologies, in order for us to be successful, our technologies must gain
market acceptance. Since we design our products to exploit markets that
presently utilize or are serviced by products from competing technologies,
meaningful commercial markets may not develop for our products.

We have limited manufacturing and marketing experience.

Achieving marketing acceptance for our technologies and proposed products will
require substantial marketing efforts and expenditure of significant funds to
educate key original equipment manufacturers, or OEMs, as to the distinctive
characteristics and anticipated benefits of our products and technologies. We
currently have limited manufacturing and marketing experience and limited
financial, personnel and other resources to undertake the extensive marketing
activities that are necessary to market our products and technologies.

                                       19
<PAGE>


The development of our products and technology is uncertain.

Our development efforts are subject to unanticipated delays, expenses or
technical or other problems, as well as the possible insufficiency of funding to
complete development. Our success will depend upon our products and technologies
meeting acceptable cost and performance criteria, and upon their timely
introduction into the marketplace. All of our proposed products and technologies
may never be successfully developed, and even if developed, they may not
satisfactorily perform the functions for which they are designed. Additionally,
these products may not meet applicable price or performance objectives.
Unanticipated technical or other problems may accrue which would result in
increased costs or material delays in their development or commercialization.

Our products may contain defects.

Our products may contain deficiencies that become apparent subsequent to
widespread commercial use. Remedying such errors could delay our plans and cause
us to incur additional costs which would have a material adverse effect on our
financial position.

We depend on third party product design changes.

Our success will depend upon our ability to make our products compatible with
the products of third-party manufacturers. In addition, we will depend on
potential customers redesigning or otherwise modifying their products to fully
utilize our products and technologies. Our failure to make our products and
technology compatible with products of third-party manufacturers or the failure
of potential customers to make necessary modifications to or redesign their
products to accommodate our products could have a material adverse effect on our
ability to sell or license our technologies and products.

We are operating in a highly competitive market.

The development and marketing of medical products and devices is extremely
competitive. In many cases we will compete with entrenched multi-national
corporations, such as Johnson & Johnson, Roche and others, all of whom have
similar products already being manufactured and sold. Competitors range from
development stage companies to major domestic and international companies, most
of which have substantially greater financial, technical, marketing and human
resource capabilities than we have, as well as established positions in markets,
name brand recognition, and established ties with OEMs. These or other companies
may succeed in developing products or technologies that are more effective than
those being developed by us or which would render our products and technology
obsolete or non-competitive in the marketplace.

Our patents and proprietary rights are difficult to protect.

Our ability to compete effectively will depend in part on our ability to
maintain the proprietary nature of our technology and manufacturing processes
through a combination of patent and trade secret protection, non-disclosure
agreements and other arrangements. We have completed a substantial amount of
invention disclosure documentation. Thus far, we have two patents granted and
further eight pending, and we intend to continue to file patent applications
covering our products when and where appropriate. Such filings will be costly
and time consuming. Patents may not issue from applications and any issued
patents may not provide adequate protection for our products or processes. Our
competitors may independently patent technologies that are substantially
equivalent or superior to our technology. In addition, competitors' products may
infringe upon our patents and the cost of protecting our rights relative to such
infringement may be prohibitive thereby undermining our ability to protect
products effectively.

Foreign countries may not provide adequate patent protection.

Patent applications filed in certain foreign countries are subject to laws,
rules and procedures which differ from those of the United States and the United
Kingdom. Foreign patent applications filed by us related to United States or
United Kingdom patents may not be issued. Furthermore, some foreign countries
provide significantly less patent protection than the United States or the
United Kingdom. We could incur substantial costs in defending patent
infringement suits brought by others and in prosecuting patent infringement
suits against third party infringers.

We depend on our key personnel.

The development and marketing of our technology will be dependent upon the
skills and efforts of a small group of management and technical personnel.
Losing the services of any of our key personnel could have a material adverse
effect on our operations. Furthermore, recruiting and retaining qualified
technical personnel to perform research, development and technical support work
in the future will be critical to our success. We may not be able to continue to
recruit and retain skilled and experienced personnel.

We will need significant additional capital, which we may be unable to obtain.

Our capital requirements in connection with our development activities and
transition to commercial operations have been and will continue to be
significant. We have depended upon the proceeds of sales of our securities to
private investors to cover our operating losses. From inception through July
2004, we raised capital of approximately $3.3 million* through the sale of
common shares, notes and grant funding. We will require substantial additional
funds to continue research, development and testing of our technologies and
products, to obtain intellectual property protection relating to our
technologies when appropriate, and to manufacture and market our products. We
anticipate that the funds being raised by this Offering will only be sufficient
to fund our operations for the next 24 months and, thereafter if we do not
generate adequate cash flow from operations and licensing we will need to raise
additional funds.

                                       20
<PAGE>


We may not be able to manage growth and expansion effectively.

Rapid growth of our business may significantly strain our management,
operational and technical resources. If we are successful in obtaining rapid
market penetration of our products, we will be required to manufacture and
deliver large volumes of quality products to our customers on a timely basis at
a reasonable cost. Our strategy is that we will NOT manufacture but create
partnerships with manufacturers. This could potentially strain our operational,
management and financial systems and controls.

Our confidentiality agreements may not adequately protect our unpatented
proprietary information.

We rely on confidentiality agreements to protect our unpatented proprietary
information, know-how and trade secrets. Our competitors may either
independently develop the same or similar information or obtain access to our
proprietary information. In addition, we may not prevail if we assert challenges
to intellectual property rights against third parties. In this regard, our
employees are required to enter into agreements providing for confidentiality,
the assignment of rights to inventions made by them while employed by us, as
well as for non-competition and non-solicitation during their employment term
and one year thereafter. Our employees may not comply with the terms of these
agreements.

We may become subject to risks inherent in international operations including
currency exchange rate fluctuations and tariff regulations.

To the extent we in the future sell or license our products or technologies
outside the United Kingdom, we will be subject to the risks associated with
fluctuations in currency exchange rates. We may also be subject to tariff
regulations and requirements for export licenses, particularly with respect to
the export of certain technologies (which licenses may on occasion be delayed or
difficult to obtain), unexpected changes in regulatory requirements, longer
accounts receivable requirements, difficulties in managing international
operations, potentially adverse tax consequences, restrictions on repatriation
of earnings and the burdens of complying with a wide variety of foreign laws.

RISKS RELATED TO OUR SEURITIES

We do not expect to pay dividends.

We have not paid any dividends to date. We do not currently intend to declare or
pay any dividends on our common stock in the foreseeable future. Earnings, if
any, are expected to be retained to finance and expand our business.

If we fail to remain current on our reporting requirements, we could be removed
from the OTC Bulletin Board which would limit the ability of broker-dealers to
sell our securities and the ability of stockholders to sell their securities in
the secondary market.

Companies trading on the OTC Bulletin Board, such as us, must be reporting
issuers under Section 12 of the Securities Exchange Act of 1934, as amended, and
must be current in their reports under Section 13, in order to maintain price
quotation privileges on the OTC Bulletin Board. If we fail to remain current on
our reporting requirements, we could be removed from the OTC Bulletin Board. As
a result, the market liquidity for our securities could be severely adversely
affected by limiting the ability of broker-dealers to sell our securities and
the ability of stockholders to sell their securities in the secondary market.

A substantial number of shares of our common stock are issuable upon conversion
of outstanding convertible securities, which will dilute the percentage
ownership equity of holders of shares of common stock.

We have issued and outstanding a total of approximately 51.4 million shares of
our common stock. In addition, an aggregate of another 34.3 million shares of
common stock are subject to issuance upon conversion or our outstanding Series A
preferred stock. The issuance of these additional shares of common stock will
dilute the percentage ownership equity of holders of shares of common stock.

Our common stock is subject to the "Penny Stock" rules of the SEC and the
trading market in our securities is limited, which makes transactions in our
stock cumbersome and may reduce the value of an investment in our stock.

The Securities and Exchange Commission has adopted Rule 15g-9 which establishes
the definition of a "penny stock," for the purposes relevant to us, as any
equity security that has a market price of less than $5.00 per share or with an
exercise price of less than $5.00 per share, subject to certain exceptions. For
any transaction involving a penny stock, unless exempt, the rules require:

o    that a broker or dealer approve a person's account for transactions in
     penny stocks; and

o    the broker or dealer receive from the investor a written agreement to the
     transaction, setting forth the identity and quantity of the penny stock to
     be purchased.

                                       21
<PAGE>


In order to approve a person's account for transactions in penny stocks, the
broker or dealer must:

o    obtain financial information and investment experience objectives of the
     person; and

o    make a reasonable determination that the transactions in penny stocks are
     suitable for that person and the person has sufficient knowledge and
     experience in financial matters to be capable of evaluating the risks of
     transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny
stock, a disclosure schedule prescribed by the Commission relating to the penny
stock market, which, in highlight form:

o    sets forth the basis on which the broker or dealer made the suitability
     determination; and

o    that the broker or dealer received a signed, written agreement from the
     investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities
subject to the "penny stock" rules. This may make it more difficult for
investors to dispose of our common stock and cause a decline in the market value
of our stock.

Disclosure also has to be made about the risks of investing in penny stocks in
both public offerings and in secondary trading and about the commissions payable
to both the broker-dealer and the registered representative, current quotations
for the securities and the rights and remedies available to an investor in cases
of fraud in penny stock transactions. Finally, monthly statements have to be
sent disclosing recent price information for the penny stock held in the account
and information on the limited market in penny stocks.

* Our trading currency is UK(pound). The figures shown are in US$ converted at
the rate of $1.60 to (pound)1. Exchange rates may fluctuate thus affecting our
revenues, profitability and cash flows when viewed in US terms.

Item 7. FINANCIAL STATEMENTS

All financial information required by this Item is attached hereto beginning on
Page F-1.

                                       22

<PAGE>

                      IN VERITAS MEDICAL DIAGNOSTICS, INC.

                  (formerly In Vivo Medical Diagnostics, Inc.)

                   Restated Consolidated Financial Statements

                             July 31, 2004 and 2003

     (with Report of Independent Registered Public Accounting Firm Thereon)


<PAGE>


                                                                         Page
                                                                         ----

Report of Independent Registered Public Accounting Firm ..............   F-2

Consolidated Balance Sheet at July 31, 2004 ..........................   F-3

Consolidated Statements of Operations for the years
     ended July 31, 2004 and 2003 and for the period
     from March 26, 1997 (Inception) through July 31, 2004 ...........   F-4

Consolidated Statements of Accumulated Other Comprehensive
     Loss for the years ended July 31, 2004 and 2003 and
     for the period from March 26, 1997 (Inception) through
     July 31, 2004 ...................................................   F-5

Statement of Changes in Shareholders' Deficit for the period from
     March 26, 1997 (Inception) through July 31, 2004 ................   F-6

Consolidated Statements of Cash Flows for the years
     ended July 31, 2004 and 2003 and for the period
     from March 26, 1997 (Inception) through July 31, 2004 ...........   F-7

Notes to Consolidated Financial Statements ...........................   F-8

<PAGE>



             Report of Independent Registered Public Accounting Firm

The Board of Directors
In Veritas Medical Diagnostics, Inc.:

We have audited the accompanying consolidated balance sheet of In Veritas
Medical Diagnostics, Inc. (A Colorado corporation) (formerly In Vivo Medical
Diagnostics, Inc.) as of July 31, 2004, and the related consolidated statements
of operations, shareholders' deficit, and cash flows for each of the years in
the two-year period ended July 31, 2004, and for the period from March 26, 1997
(inception) through July 31, 2004. These consolidated financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of In Veritas Medical
Diagnostics, Inc. as of July 31, 2004, and the results of their operations and
their cash flows for each of the years in the two-year period ended July 31,
2004, and for the period from March 26, 1997 (inception) through July 31, 2004,
in conformity with accounting principles generally accepted in the United
States.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 1 to the financial
statements, the Company has incurred losses since inception and has a net
capital deficit at July 31, 2004. These factors raise substantial doubt about
the Company's ability to continue as a going concern. Management's plans
regarding those matters are also described in Note 1. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.

As discussed in Notes 2 and 9 to the consolidated financial statements, an error
resulting in understating of reported net income in the amount of $281,783 was
discovered by management in February 2005. In addition, an error in recording a
gain of $2,030,298 was discovered by management in July 2005. Accordingly, the
consolidated financial statements have been re-stated to correct these errors.


/s/ Cordovano and Honeck, LLP
-----------------------------
Cordovano and Honeck, LLP
Denver, Colorado
January 25, 2005, except as to Notes 1, 3, 4, 5, and 6, which is July 28, 2005
and Notes 2 and 9, which is September 13, 2005

                                       F-2
<PAGE>

                      IN VERITAS MEDICAL DIAGNOSTICS, INC.
                  (formerly In Vivo Medical Diagnostics, Inc.)
                          (A Development Stage Company)
                                  Balance Sheet
                                  July 31, 2004


                                     Assets
Current assets:
    Cash .........................................................  $    46,191
    Accounts receivable ..........................................      250,445
    Prepaid expenses and other ...................................       23,576
                                                                    -----------
                 Total current assets ............................      320,212
Property and equipment, net ......................................       42,781
Other assets:
    Deferred offering costs ......................................        6,000
                                                                    -----------

                                                                    $   368,993
                                                                    ===========

                      Liabilities and Shareholders' Deficit

Current liabilities:
    Accounts payable .............................................  $   431,402
    Accrued liabilities ..........................................      172,934
    Notes payable ................................................      137,495
    Indebtedness to related parties ..............................       88,495
                                                                    -----------
                 Total current liabilities .......................      830,326

Long-term debt:
    Notes payable, related party (net of discount) ...............    1,541,058
                                                                    -----------
                 Total liabilities ...............................    2,371,384
                                                                    -----------
Shareholders' deficit:
    Series A Preferred stock, $.001 par value ....................
      Authorized 50,000,000 shares, issued
      and outstanding 34,343,662 shares ..........................       34,344
    Common stock, $.001 par value.  Authorized 100,000,000 shares,
      issued and outstanding 50,822,686 shares ...................       50,822
    Additional paid-in capital ...................................    3,012,360
    Deficit accumulated during the development stage .............   (4,455,782)
    Accumulated other comprehensive ..............................     (644,135)
                                                                    -----------

                 Total shareholders' deficit .....................   (2,002,391)
                                                                    -----------

                                                                    $   368,993
                                                                    ===========

          See accompanying notes to consolidated financial statements.

                                       F-3
<PAGE>

<TABLE>
                      IN VERITAS MEDICAL DIAGNOSTICS, INC.
                  (formerly In Vivo Medical Diagnostics, Inc.)
                          (A Development Stage Company)
                            Statements of Operations
<CAPTION>

                                                                            March 26, 1997
                                                    Years Ended              (Inception)
                                                       July 31,                Through
                                             ----------------------------      July 31,
                                                2004            2003             2004
                                             As Restated
                                             ------------    ------------    ------------
<S>                                          <C>             <C>             <C>
Net sales and gross revenues:
    Net sales ............................   $    760,516    $    286,499    $  1,420,830
    Cost of sales ........................            823           7,904         237,517
                                             ------------    ------------    ------------

                   Gross profit ..........        759,693         278,595       1,183,313
                                             ------------    ------------    ------------

Operating expenses:
    Research and development .............        561,686         383,224       1,432,764
    Depreciation .........................         21,892          21,129         109,503
    General and administrative ...........      1,193,087         954,861       4,778,647
                                             ------------    ------------    ------------

                                                1,776,665       1,359,214       6,320,914
                                             ------------    ------------    ------------

       Loss before other income ..........     (1,016,972)     (1,080,619)     (5,137,601)


    Gain from extinguishments of debt ....           --           681,819
                                             ------------    ------------    ------------


       Loss before income taxes ..........     (1,016,972)     (1,080,619)     (4,455,782)

    Income tax provision .................           --              --              --
                                             ------------    ------------    ------------

                   Net loss ..............   $ (1,016,972)   $ (1,080,619)   $ (4,455,782)
                                             ============    ============    ============

Basic and diluted loss per share .........   $      (0.09)   $      (0.10)
                                             ============    ============

Weighted average common shares outstanding     11,864,058      10,912,080
                                             ============    ============
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       F-4
<PAGE>

<TABLE>
                      IN VERITAS MEDICAL DIAGNOSTICS, INC.
                  (formerly In Vivo Medical Diagnostics, Inc.)
                          (A Development Stage Company)
         Consolidated Statements of Accumulated Other Comprehensive Loss
<CAPTION>


                                                                    March 26, 1997
                                               Years Ended           (Inception)
                                                 July 31,              Through
                                        ---------------------------    July 31,
                                           2004          2003            2004
                                        As Restated    As Restated    As Restated
                                        -----------    -----------    -----------
<S>                                     <C>            <C>            <C>
Net loss ............................   $(1,016,972)   $(1,080,619)   $(4,455,782)

Other comprehensive loss, net of tax:
    Foreign currency translation ....      (339,570)      (185,391)      (644,135)
                                        -----------    -----------    -----------

                   Comprehensive loss   $(1,356,542)   $(1,266,010)   $(5,099,917)
                                        ===========    ===========    ===========
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       F-5
<PAGE>

<TABLE>
                      IN VERITAS MEDICAL DIAGNOSTICS, INC.
                  (formerly In Vivo Medical Diagnostics, Inc.)
                          (A Development Stage Company)
           Consolidated Statement of Changes in Shareholders' Deficit
<CAPTION>

                             SPLIT TABLE - SEE BELOW


                                                               Preferred Stock              Common Stock
                                                            Shares        Par Value     Shares       Par Value

                                                          -----------   -----------   -----------   -----------
<S>                                                       <C>           <C>           <C>           <C>
Balance, March 26, 1997 ...............................          --     $      --            --     $      --
October 2000, sale of stock, ($0.0035/share) ..........  *  4,366,377         4,366        10,874        15,240
December 2001, sale of stock, ($0.0035/share) .........  *  6,545,703         6,546        16,301        22,847
October 2001, sale of stock, ($0.0202/share) ..........  * 23,431,582        23,432          --            --

Foreign currency
   translation adjustment .............................          --            --            --            --
Net loss ..............................................          --            --            --            --
                                                          -----------   -----------   -----------   -----------
Balance, July 31, 2001 ................................    34,343,662        34,344          --            --

Foreign currency
   translation adjustment .............................          --            --            --            --
Net loss ..............................................          --            --            --            --
                                                          -----------   -----------   -----------   -----------
Balance, July 31, 2002 ................................    34,343,662        34,344          --            --

Foreign currency
   translation adjustment .............................          --            --            --            --
Net loss ..............................................          --            --            --            --
                                                          -----------   -----------   -----------   -----------
Balance, July 31, 2003 ................................    34,343,662        34,344          --            --


Merger with HEMP (Note 8) .............................          --            --    * 38,397,164        38,397
July 2004, merger with SIPC ...........................          --            --    * 10,550,000        10,550
July 2004, issuance of common
   stock for bridge loans, ($0.2750/share) ............          --            --    *  1,636,233         1,636
July 2004, issuance of common
   stock for services, ($0.4093/share) ................          --            --         239,289           239
Foreign currency
   translation adjustment .............................          --            --            --            --
Reclassification of gain from debt
   forgiveness by Westek (Notes 2 and 9) ..............          --            --            --            --
Net loss ..............................................          --            --            --            --
                                                          -----------   -----------   -----------   -----------
Balance, July 31, 2004 ................................    34,343,662   $    34,344    50,822,686   $    50,822
                                                          ===========   ===========   ===========   ===========
</TABLE>

*  Restated



<TABLE>
                      IN VERITAS MEDICAL DIAGNOSTICS, INC.
                  (formerly In Vivo Medical Diagnostics, Inc.)
                          (A Development Stage Company)
           Consolidated Statement of Changes in Shareholders' Deficit
<CAPTION>

                             SPLIT TABLE - SEE ABOVE


                                                                           Deficit
                                                                         Accumulated    Accumulated
                                                           Additional       During        Other
                                                             paid-in     Development   Comprehensive
                                                             capital        Stage         Income           Total
                                                            Restated       Restated                       Restated
                                                          -----------    -----------    -----------    -----------
<S>                                                       <C>            <C>            <C>            <C>
Balance, March 26, 1997 ...............................   $      --      $      --      $      --      $      --
October 2000, sale of stock, ($0.0035/share) ..........
December 2001, sale of stock, ($0.0035/share) .........
October 2001, sale of stock, ($0.0202/share) ..........       448,906           --             --          472,338

Foreign currency
   translation adjustment .............................          --             --           21,203         21,203
Net loss ..............................................          --       (1,350,829)          --       (1,350,829)
                                                          -----------    -----------    -----------    -----------
Balance, July 31, 2001 ................................       476,081     (1,350,829)        21,203       (819,201)

Foreign currency
   translation adjustment .............................          --             --         (140,377)      (140,377)
Net loss ..............................................          --       (1,007,362)          --       (1,007,362)
                                                          -----------    -----------    -----------    -----------
Balance, July 31, 2002 ................................       476,081     (2,358,191)      (119,174)    (1,966,940)

Foreign currency
   translation adjustment .............................          --             --         (185,391)      (185,391)
Net loss ..............................................          --       (1,080,619)          --       (1,080,619)
                                                          -----------    -----------    -----------    -----------
Balance, July 31, 2003 ................................       476,081     (3,438,810)      (304,565)    (3,232,950)


Merger with HEMP (Note 8) .............................       (29,397)          --             --            9,000
July 2004, merger with SIPC ...........................       (10,688)          --             --             (138)
July 2004, issuance of common
   stock for bridge loans, ($0.2750/share) ............       448,364           --             --          450,000
July 2004, issuance of common
   stock for services, ($0.4093/share) ................        97,702           --             --           97,941
Foreign currency
   translation adjustment .............................          --             --         (339,570)      (339,570)
Reclassification of gain from debt
   forgiveness by Westek (Notes 2 and 9) ..............     2,030,298           --             --        2,030,298
Net loss ..............................................          --       (1,016,972)          --       (1,016,972)
                                                          -----------    -----------    -----------    -----------
Balance, July 31, 2004 ................................   $ 3,012,360    $(4,455,782)   $  (644,135)   $(2,002,391)
                                                          ===========    ===========    ===========    ===========
</TABLE>

*  Restated

          See accompanying notes to consolidated financial statements.

                                       F-6
<PAGE>

<TABLE>
                      IN VERITAS MEDICAL DIAGNOSTICS, INC.
                  (formerly In Vivo Medical Diagnostics, Inc.)
                          (A Development Stage Company)
                      Consolidated Statements of Cash Flows
<CAPTION>
                                                                                       March 26, 1997
                                                                Years Ended             (Inception)
                                                                   July 31,              Through
                                                          ---------------------------     July 31,
                                                              2004          2003           2004
                                                          -----------    -----------    -----------
<S>                                                       <C>            <C>            <C>
Cash flows from operating activities:
    Net loss ..........................................   $(1,016,972)   $(1,080,619)   $(4,455,782)
    Adjustments to reconcile net loss to net cash
       used by operating activities:
         Depreciation and amortization ................        21,754         21,129        107,170
         Gain on debt forgiveness .....................          --             --         (681,819)
         Changes in operating assets and liabilities:
              Receivables .............................       (58,018)      (192,426)      (250,445)
              Prepaid expenses and other current assets       (23,576)          --          (23,576)
              Accounts payable ........................       125,509         88,176        431,402
              Accrued expenses ........................       102,000        (86,902)       172,934
              Other ...................................        62,590        (52,519)        (6,000)
                                                          -----------    -----------    -----------
                    Net cash used in
                       operating activities ...........      (786,713)    (1,303,161)    (4,706,116)
                                                          -----------    -----------    -----------

Cash flows from investing activities:
    Acquisition of equipment ..........................       (25,387)       (15,138)      (134,566)
                                                          -----------    -----------    -----------
                    Net cash used in
                       investing activities ...........       (25,387)       (15,138)      (134,566)
                                                          -----------    -----------    -----------

Cash flows from financing activities:
    Advances from affiliates ..........................       416,394      1,527,862      4,420,158
    Repayments of advances from affiliates ............      (160,623)      (214,431)      (728,426)
    Advances from related parties .....................          --             --           88,495
    Proceeds from issuance of preferred stock .........          --             --          510,425
    Proceeds from issuance of notes payable ...........       587,495           --          587,495
                                                          -----------    -----------    -----------
                    Net cash used in
                       financing activities ...........       843,266      1,313,431      4,878,147
                                                          -----------    -----------    -----------

Effect on cash from foreign currency translation ......         1,393            691          8,726

                    Net change in cash and
                       cash equivalents ...............        32,559         (4,177)        46,191

Cash and cash equivalents:
    Beginning of period ...............................        13,632         17,809           --
                                                          -----------    -----------    -----------

    End of period .....................................   $    46,191    $    13,632    $    46,191
                                                          ===========    ===========    ===========

Supplemental disclosure of cash flow information:
     Cash paid during the year for:
       Income taxes ...................................   $      --      $      --      $      --
                                                          ===========    ===========    ===========
       Interest .......................................   $      --      $      --      $      --
                                                          ===========    ===========    ===========

Non-cash financing activities:
    Conversion of note payable to common stock ........   $   450,000    $      --      $   450,000
                                                          ===========    ===========    ===========

</TABLE>

          See accompanying notes to consolidated financial statements.

                                       F-7
<PAGE>

                      IN VERITAS MEDICAL DIAGNOSTICS, INC.
                  (formerly In Vivo Medical Diagnostics, Inc.)
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements


(1)  Summary of Significant Accounting Policies

Organization and Basis of Presentation

Background

Effective July 31, 2004, Hall Effect Medical Products, Inc. ("HEMP"), a Delaware
corporation, merged with Sports Information Publishing Corp. ("SIPC"), which was
incorporated under the laws of Colorado on November 7, 2003. Subsequent to the
merger SIPC changed its name to In Vivo Medical Diagnostics, Inc. ("IVMD" "we"
"us" or "our")

SIPC was originally incorporated for the purpose of engaging in the sports
industry. In 2002, SIPC filed a Form SB-2 registration statement with the
Securities and Exchange Commission relating to the registration of up to
1,000,000 previously issued shares of common stock at a price of $0.15 per
share. The SEC declared the offering effective in August 2003.

Shares of our common stock trade in the Over the Counter market. There was no
active trading market for our stock during the periods presented. (Average daily
trading volume for the last three months was 320 shares). In addition, the
quoted price of our stock was not reliable due to volatility. As a result,
management has relied on the value of consideration received when reporting
non-monetary transactions in the accompanying financial statements.

We are a development-stage enterprise. We are developing medical diagnostic
products for personal and professional use. Several of our products are based on
technology that utilizes the Hall Effect, discovered more than a hundred years
ago, for which we are developing practical applications. We are also developing
products that utilize signal processing for the late-term pregnancy market.
Prior to the merger, we were funded by a private UK company, Westek Limited and
Abacus Trust Company Limited was our majority shareholder.

Principles of consolidation

Our consolidated financial statements include our accounts and the accounts of
our two wholly owned foreign subsidiaries; IVMD UK Limited ("IVMD") and Jopejo
Limited ("Jopejo"), both UK companies. The assets and liabilities of our foreign
subsidiaries have been translated at the exchange rate in effect at July 31,
2004 with the related translation adjustments reported as a separate component
of shareholders' deficit. Operating statement accounts have been translated at
the average exchange rate in effect during the period presented. All significant
intercompany transactions have been eliminated.

Change in fiscal year-end

We elected to change our year-end from September 30 to July 31. The financial
statements presented herein cover the year ended July 31, 2004 and 2003 for
Jopejo and the ten months ended July 31, 2004 and the year ended September 30,
2003 for IVMD UK. There are no material intervening events and the change in the
fiscal year of IVMD UK did not have a material effect on the consolidated group.
The use of different closing dates in 2003 was necessitated by the respective
different year-ends of the subsidiaries.

Basis of presentation

Our research is conducted in Inverness, Scotland through our subsidiaries; IVMD
UK Limited and Jopejo Limited. Development-stage activities consist of raising
capital, obtaining financing, medical products research and development and
administrative matters. We plan to continue to raise capital through stock sales
and debt issuances to fund our development. Historical financial statements for
the periods prior to the acquisition represent primarily the operations of IVMD
UK Limited and Jopejo Limited.

                                      F-8
<PAGE>

                      IN VERITAS MEDICAL DIAGNOSTICS, INC.
                  (formerly In Vivo Medical Diagnostics, Inc.)
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements


Inherent in our development-stage enterprise are various risks and
uncertainties, including our limited operating history, historical operating
losses, dependence upon strategic alliances, and market acceptance of the Hall
Effect technology. Our ability to generate revenues from the sale of our
products will be dependent upon our ability to enter into licenses, joint
ventures or distribution agreements with established businesses with existing
sales and marketing structures. Our future success will be dependent upon our
ability to develop and provide new medical devices that meet customers changing
requirements, including the effective use of the Hall Effect technology, to
continue to enhance our current products under development, and to influence and
respond to emerging industry standards and other technological changes on a
timely and cost-effective basis.

We have incurred losses since inception and we have a net capital deficit at
July 31, 2004. These factors, among others, raise substantial doubt about our
ability to continue as a going concern. In 2004, we have merged with a public
shell company. This merger provides us with limited access to the capital
markets. We plan to raise capital through public or private stock offerings to
finance our development activities and ultimately, to achieve profitability.
However, there is no assurance that we will be successful in our efforts to
raise capital or to become a profitable company.

Use of Estimates

The preparation of financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of financial statements and the
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.

Cash and Cash Equivalents

We consider all highly liquid securities with original maturities of three
months or less when acquired to be cash equivalents. There were no cash
equivalents at July 31, 2004.

Accounts Receivable

We consider all trade receivables fully collectible.

Property and Equipment

Property and equipment are stated at cost. Depreciation is calculated using the
straight-line method over the estimated useful lives of the related assets,
generally ranging from three to five years. Property and equipment under capital
leases are stated at the present value of minimum lease payments and are
amortized using the straight-line method over the shorter of the lease term or
the estimated useful lives of the assets. Leasehold improvements are amortized
using the straight-line method over the estimated useful lives of the assets or
the term of the lease, whichever is shorter.

Deferred Offering Costs

Costs incurred in connection with our proposed common stock offering have been
deferred in the accompanying financial statements and will offset the proceeds
from the offering or written off against earnings, if the offering is
unsuccessful. We have deferred $6,000 in connection with our proposed common
stock offering.

Income Taxes

We account for income taxes under the provisions of Statement of Financial
Accounting Standards No. 109, Accounting for Income Taxes (SFAS 109). SFAS 109
requires recognition of deferred tax liabilities and assets for the expected
future tax consequences of events that have been included in the financial
statements or tax returns. Under this method, deferred tax liabilities and
assets are determined based on the difference between the financial statement
and tax bases of assets and liabilities using enacted tax rates in effect for
the year in which the differences are expected to reverse.

                                      F-9
<PAGE>

                      IN VERITAS MEDICAL DIAGNOSTICS, INC.
                  (formerly In Vivo Medical Diagnostics, Inc.)
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements


Revenue Recognition

Our revenue has been generated through development and grant funding from
Unipath Limited. We recognize such revenue based on the terms of our agreement
with Unipath.

Revenue from hardware sales is recognized upon shipment of the products.

Financial Instruments and Concentration of Credit Risk

At July 31, 2004, the fair value of our financial instruments approximate their
carrying value based on their terms and interest rates. Substantially all of our
trade receivables were from one customer as of July 31, 2004.

Stock based Compensation

We account for stock-based compensation arrangements in accordance with
Statement of financial Accounting Standards ("SFAS") No. 123, "Accounting for
Stock-Based Compensation," which permits entities to recognize as expense over
the vesting period the fair value of all stock-based awards on the date of
grant. Alternatively, SFAS No. 123 allows entities to continue to apply the
provisions of Accounting Principle Board ("APB") Opinion No. 25 and provide pro
forma net earnings (loss) disclosures for employee stock option grants as if the
fair-value-based method defined in SFAS No. 123 had been applied. We have
elected to continue to apply the provisions of APB Opinion No. 25 and provide
the pro forma disclosure provisions of SFAS No. 123.

Foreign Currency Translation

Our assets and liabilities, which have the British pound as its functional
currency, are translated into United States dollars at the foreign currency
exchange rate in effect at the applicable reporting date, and the statements of
operations are translated at the average rates in effect during the applicable
period. The resulting cumulative translation adjustment is recorded as a
separate component of other comprehensive income.

Research and Development Costs

Research and development costs are expensed as incurred.

Earnings (Loss) per Share

Basic net income or loss per share is computed by dividing the net income or
loss available to common shareholders (the numerator) for the period by the
weighted average number of common shares outstanding (the denominator) during
the period. The computation of diluted earnings is similar to basic earnings per
share, except that the denominator is increased to include the number of
additional common shares that would have been outstanding if potentially
dilutive common shares had been issued.

At July 30, 2004, there was no variance between basic and diluted loss per share
as there were no potentially dilutive common shares outstanding.

Note 2:  Related Party Transactions

                                      F-10
<PAGE>

                      IN VERITAS MEDICAL DIAGNOSTICS, INC.
                  (formerly In Vivo Medical Diagnostics, Inc.)
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements


We purchased goods and services from related parties totalling $383,303 and
$242,200 during the year ended July 31, 2004 and 2003, respectively. As of July
31, 2004, $88,495 is due to related parties.

We received advances from Westek Limited totalling $416,394 and we repaid Westek
Limited a total of $160,623 during the year ended July 31, 2004. We received
advances from Westek Limited totalling $1,527,862 and we repaid Westek Limited a
total of $214,431 during the year ended July 31, 2003.

As of June 2004, we owed Westek $3,830,298. In July 2004, Westek converted
$1,800,000 of the debt to a noninterest-bearing promissory note. We recorded the
$2,030,298 gain on debt forgiveness as a capital contribution. The promissory
note is payable in full by September 30, 2006. The promissory note is also
subject to mandatory prepayments of principal prior to September 30, 2006 in
accordance with the terms of the share Purchase Agreement described in Note 1.
As of July 31, 2004, we are indebted to Westek in the amount of $1,541,058, net
of a discount of $258,942.

We paid affiliated management fees totalling $37,399 and $38,796 for the years
ended July 31, 2004 and 2003, respectively.

Note 3:  Property and Equipment

Major classes of property and equipment as of July 31, 2004 are listed below:

      Furniture and fixtures .................   $ 28,764
      Office equipment .......................     65,678
      Plant and equipment ....................     18,387
                                                 --------
                                                  112,829
      Less: accumulated depreciation .........     70,048
                                                 --------
                                                 $ 42,781
                                                 ========

Depreciation expense was $21,754 and $21,129 for the years ended July 31 2004
and 2003, respectively.

Note 4:  Notes Payable

Notes payable as of July 31, 2004 consisted of bridge loans repayable from the
proposed common stock offering described in Note 1 to the accompanying financial
statements. The following notes, made July 30, 2004, are unsecured and are due,
including related interest, upon the completion of the common stock offering
described in Note 1:

   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 Frmae, 6 percent, including  interest ..................     10,000
   Helen Goody, 6 percent, including  interest ................      9,250
   James Bell, 6 percent, including  interest .................     10,000
                                                                  --------
                                                                  $137,495
                                                                  ========

                                    F-11
<PAGE>

                      IN VERITAS MEDICAL DIAGNOSTICS, INC.
                  (formerly In Vivo Medical Diagnostics, Inc.)
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements


Note 5:  4% Convertible Preferred Stock

As of July 31, 2004, our authorized capital included 50,000,000 shares of Series
A Preferred Stock of which 34,343,662 are outstanding and designated as 4%
voting redeemable convertible preferred stock. Such shares pay an annual
dividend of 4% and are convertible at any time at the option of the holder into
Common Stock at the rate of one share Common Stock for each outstanding share of
Series A Preferred Stock commencing October 30, 2005, provided the Common Stock
have traded at a price of $3.00 per share for at least 30 consecutive trading
days, and at any time after January 30, 2006. Holders of Series A Preferred
Stock have a priority over all of the shares of In Vivo Medical Diagnostics,
Inc. on liquidation or sale at the rate of $1.00 per share. Holders are entitled
to vote on all matters as to which Common Stock shareholders are entitled to
vote.

Note 6:  Common Stock

We are authorized to issue 100,000,000 shares of common stock. We issued the
following shares of common stock for services during the year ended July 31,
2004:

                                          Number
                                    of Shares of Shares   Fair Value
     Employee/Consultant                  Issued            Issued
     ------------------------------   ---------------   ---------------
     Brian Cameron ................   $        73,899   $        30,247
     KDA Limited ..................            17,390             7,118
     John Fuller ..................            98,050            40,132
     Patricia Connelly ............            37,000            15,144
     Robert Knowles ...............            12,950             5,300
                                      ---------------   ---------------
                                      $       239,289   $        97,941
                                      ===============   ===============

We valued the shares of common stock based on the value of the services.

We issued the following shares of common stock for debt during the year ended
July 31, 2004:

                                      F-12
<PAGE>


                      IN VERITAS MEDICAL DIAGNOSTICS, INC.
                  (formerly In Vivo Medical Diagnostics, Inc.)
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements


                                             Number           Fair Value
                                            of Shares         of Shares
               Note Holder                   Issued            Issued
   -----------------------------------   ---------------   ---------------
   Max Finkle ........................            35,000   $        10,000
   David Pacher ......................            17,500             5,000
   Eugene Hall .......................            17,500             5,000
   Benjamin Wilson ...................            17,500             5,000
   Spelman Research ..................            35,000            10,000
   Fiserv Securities .................            52,500            15,000
   Lynn Tanner .......................           140,000            40,000
   Robert Rubin ......................           227,500            65,000
   Charles Warshaw Family Trust ......           350,000           100,000
   First Global Services Corp ........            35,000            10,000
   First Global Services Corp ........            52,500            15,000
   Mark Bolanger .....................           175,000            50,000
   Inverness & Nairn Enterprise ......           247,625            70,750
   Steven Haggerty ...................            35,000            10,000
   Kenneth Dalglish ..................            35,000            10,000
   Joe Frame .........................            35,000            10,000
   Helen Goody .......................            32,375             9,250
   James Bell ........................            35,000            10,000
                                         ---------------   ---------------
                                               1,575,000   $       450,000
                                         ===============   ===============

We valued the shares of common stock based on the amount of debt converted.

Note 7:  Income Taxes


A reconciliation of U.K. statutory income tax rate to the effective rate follows
for the years ended July 31, 2004 and 2003:

                                                         Years Ended
                                                           July 30,
                                                    ---------------------
                                                      2004         2003
                                                    ---------     -------
   U.K. statutory federal rate ...................    19.00%       30.00%
   Net operating loss for which no tax
      benefit is currently available .............   -19.00%      -30.00%
                                                    ---------     -------
                                                       0.00%        0.00%
                                                    =========     =======

At July 31, 2004, deferred U. K. income taxes were $-0-. U.K. pretax income was
$734,544 and a loss of $1,080,619, respectively, for the years ended July 31,
2004 and 2003, respectively.

                                      F-13
<PAGE>


                      IN VERITAS MEDICAL DIAGNOSTICS, INC.
                  (formerly In Vivo Medical Diagnostics, Inc.)
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements


At July 31, 2004, we had a net operating loss carryfoward of approximately
$4,221,336, which was fully allowed for in the valuation allowance of $802,054.
The valuation allowance offsets the net deferred tax asset for which there is no
assurance of recovery. The change in the valuation allowance for the ten months
ended July 31, 2004 was $10,919.

At July 31, 2003, we had a net operating loss carryfoward of approximately
$4,278,806, which was fully allowed for in the valuation allowance of $812,973.
The valuation allowance offsets the net deferred tax asset for which there is no
assurance of recovery.

Note 8:  Acquisitions

July 22, 2004

On July 22, 2004, Jopejo Limited and IVMD UK, Inc. and HEMP entered into a share
purchase agreement whereby HEMP purchased 100 percent of the issued and
outstanding preferred and ordinary shares of both Jopejo Limited and IVMD UK
Limited (formerly Hall Effect Technologies Limited) for 8,000,000 shares of
convertible Series A preferred stock, $0.001 par value. HEMP also agreed to
become a co-obligor of approximately $1.8 million in debt obligations to Westek.
As part of the acquisition, HEMP issued 3,000,000 shares of common stock to HEMP
TL, an employee benefit plan valued at $3,000 by the Board of Directors and an
additional 6,000,000 shares of common stock to certain individuals for services
valued at $6,000 by the Board of Directors.

As a result of these transactions, Jopejo limited and IVMD UK, Inc. became
wholly owned subsidiaries of HEMP.

July 30, 2004

On July 30, 2004, HEMP exchanged 100 percent of its outstanding shares of common
stock for 38,397,164 shares of the common stock and 100 percent of its
outstanding shares of preferred stock for 34,363,662 shares of preferred stock
of SIPC. This acquisition has been treated as a recapitalization of HEMP, a
Delaware corporation, with SIPC the legal surviving entity. Since SIPC has,
prior to the recapitalization, minimal assets (consisting primarily of cash and
trade payables) and no operations, the recapitalization has been accounted for
as the sale of 10,550,000 shares of HEMP common stock for the net assets of
SIPC. Costs of the transaction have been charged to the period.

Note 9: Correction of an Error in Previously Issued Financial Statements

Note 9: Correction of an Error in Previously Issued Financial Statements

The Company restated its financial statements for the year ended July 31, 2004
to correct errors identified in the Company's financial statements and reflect
certain corresponding changes described below. There was a decrease of
$2,506,820 on cash provided by operating activities, no net effect on cash used
in investing activities, and an increase of $2,506,820 on cash provided by
financing activities as a result of the restated financial statements on
February 23, 2005.

As described in Note 2, Westek made several advances to the Company over the
years. Errors resulting from a misapplication of generally accepted accounting
principles were made recording the advances affecting accounts payable, accrued
liabilities payable and indebtedness to related parties. All indebtedness to
related parties was originally reported as a current liability. Correction of
the clerical errors resulted in a decrease in accounts payable, an increase in
accrued liabilities payable, a decrease in indebtedness to related parties, and
an increase in the extinguishment of debt as restated February 23, 2005.
Indebtedness to related parties was reclassified into current and long term
liabilities. The Westek advances were originally reflected as a loan. This
restatement reclassifies those advances as capital contributions.

                                      F-14
<PAGE>


                      IN VERITAS MEDICAL DIAGNOSTICS, INC.
                  (formerly In Vivo Medical Diagnostics, Inc.)
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements


The February 23, 2005 restatement and this restatement also correct the
presentation of the Consolidated Statement of Changes in Shareholders' Deficit
resulting from the merger described in Note 8. The Series A Preferred Shares
were retroactively restated for the equivalent number of shares received in the
July 22, 2004 recapitalization. There was no net effect in par value or
additional paid in capital of the preferred shares, but there was a retroactive
net effect in the total changes in shareholder's deficit. The issuance of common
stock for debt was described more accurately as issuance of common stock for
bridge loans. Not all bridge lenders accepted stock at year end and additional
paid in capital was adjusted to correctly reflect the amount of common stock
issued for bridge loans. Likewise, a clerical error was made relating to the
issuance of common stock for services, resulting in a decrease in additional
paid in capital. This amendment increases additional paid in capital by advances
made by Westek and presents the per share price of stock issuances.

The following table shows the effect of the restatements on the Balance Sheet
from the February 23, 2005 and this restatement:

<TABLE>
<CAPTION>

                                                                   As             As
                                                                Reported        Restated
                                                               -----------    -----------
<S>                                                            <C>            <C>
Current Liabilities:
     Accounts Payable ......................................   $   451,347    $   431,402
     Accrued liabilities payable ...........................   $   148,313    $   172,934
     Notes payable .........................................   $   137,495    $   137,495
     Indebtedness to related parties .......................   $ 1,884,287    $    88,495
                                                               -----------    -----------

          Total current liabilities ........................   $ 2,621,442    $   830,326

Long Term Debt:
     Notes Payable, related party ..........................   $      --      $ 1,541,058
                                                               -----------    -----------

         Total liabilities .................................   $ 2,621,442    $ 2,371,384

Shareholders' deficit:

     Additional paid in capital ............................   $ 1,013,786    $ 3,012,360
     Deficit accumulated during the development stage ......   $(2,707,267)   $(4,455,782)
                                                               -----------    -----------

Total shareholders' deficit ................................   $(2,252,450)   $(2,002,391)
                                                               -----------    -----------
</TABLE>


The following table shows the effect of the restatements on the Statement of
Operations from the February 23, 2005 and this restatement:


                                      F-15
<PAGE>


                      IN VERITAS MEDICAL DIAGNOSTICS, INC.
                  (formerly In Vivo Medical Diagnostics, Inc.)
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements




                                                 As               As
                                              Reported         Restated
                                             ------------    ------------

General and administrative ...............   $  1,190,086    $  1,193,087
                                             ------------    ------------
     Loss before other income ............   $ (1,013,971)   $ (1,016,972)


Gain from extinguishments of debt ........   $  1,748,515            --
                                             ------------    ------------
     Net income (loss) ...................   $    734,544    $ (1,016,972)

Basic and diluted income (loss) per share    $       0.06    $      (0.09)
                                             ============    ============

Weighted average common shares outstanding     11,864,058      11,864,058
                                             ============    ============




The following table shows the effect of the restatement on the Consolidated
Statement of Changes in Shareholder's Deficit:

                                           As           As              As
                                        Reported    Restated         Revised
                                      -----------------------------------------
Balance at July 31, 2001:
Preferred stock, par value ........   $    10,912  $     34,344   $    34,344
Additional paid in capital ........   $    27,175  $  1,950,164   $   476,081
Total .............................   $(1,291,539) $    654,882   $  (819,201)

Balance at July 31, 2002:
Preferred stock, par value ........   $    10,912  $     34,344   $    34,344
Additional paid in capital ........   $    27,175  $  2,737,177   $   476,081
Total .............................   $(2,439,278) $    294,155   $(1,966,940)

Net loss, July 31, 2003 ...........   $(1,080,639) $ (1,080,619)  $(1,080,619)
Balance at July 31, 2003
Preferred stock, par value ........   $    10,912  $     34,344   $    34,344
Additional paid in capital ........   $    27,175  $  4,050,608   $   476,081
Total .............................   $(3,705,308) $    341,576   $(3,232,950)

Preferred stock, par value ........   $    34,344  $     34,344   $    34,344
Additional paid in capital ........   $ 1,013,786  $  3,012,360   $ 3,012,360
Total .............................   $(2,252,450) $ (2,002,391)  $(2,002,391)

                                      F-16
<PAGE>




Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

Not applicable.

Item 8a. 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 the 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 significant change in our internal controls or in other factors
that could significantly affect these controls subsequent to the date of the
evaluation.

                                    PART III

Item 9. DIRECTORS AND EXECUTIVE OFFICERS

The members of our board of directors and our executive officers, together with
their respective ages and certain biographical information are set forth below.
Our directors receive no compensation for their services as board members but
are reimbursed for expenses incurred by them in connection with attending board
meetings. All directors hold office until the next annual meeting of our
stockholders and until their successors have been duly elected and qualified.
Our executive officers are elected by, and serve at the designation and
appointment of, the board of directors. There are no family relationships among
any of our directors or executive officers.



Name                Age     Position
------------------- ------- -----------------------------------------------
John Fuller         43      President, Chief Executive Officer and Director
Brian Cameron       45      Chief Operating Officer and Director
Graham Cooper       54      Chairman of the Board
Bernard Turner      47      Chief Financial officer and Director
David Barnes        62      Director



The following is a brief account of the business experience of each of our
directors and executive officers during the past five years or more.

                                       24
<PAGE>


John Fuller has been our President, Chief Executive Officer and a director since
July 2001. Mr. Fuller has a considerable track record in bringing conventional
and new technology products to market in class leading product lead times. Mr.
Fuller started HET, as its Chief Executive Officer, in July 1999, and was
responsible for the acquisition of Jopejo in December 2001, and subsequent
growth of the company. From September 1997 to November 1999, was Managing
Director of Highland Distillers, located in Scotland, a $400 million revenue
public company in the premium spirits sector. From June 1993 to August 1997 he
served as Executive Vice President of Mayflower Corporation, located in Detroit,
Michigan, a multinational company in the motor industry. Mr. Fuller received his
B.S. in Mechanical Engineering from Southampton University and a Masters of
Business Administration from Warwick University.

Brian Cameron has been our Chief Operating Officer since December 2003. Mr.
Cameron joined HET and Jopejo, as a consultant in March 2001, prior to which he
set up his own consulting business with customers such as BMW Gmbh and Snap On
Tools. Mr. Cameron spent two and a half years on the board of Highland
Distillers from March 1998 to July 2000. From November 1995 to February 1998 he
was a managing director of BMH Ltd., a subsidiary of BMW-Rover, where he was
engaged in licensing and branding, supplier and customer partnership building
and change management. From August 1992 to November 1995 Mr. Cameron served as
logistics director of Rover Group, a $3.5 billion revenue automotive company.
Mr. Cameron is a Fellow of the Chartered Management Institute with a background
in successful turn-around and business growth.

Graham Cooper has been our Chairman of the Board since January 2000. For the
past five years, Mr. Cooper Graham has been the principal stockholder of Westek,
a computer trading company located in Manchester, England, with a turnover of
approximately $192 million. Westek has been the primary financing source to HET
and is a business "angel" to other technology development stage companies.

Bernard Turner has been our Chief Financial Officer and a director since January
2000. Mr. Turner has served since 1996 as the Director of Finance and Chief
Financial Officer of Westek Limited, a computer distributor and reseller located
in Warrington, England. Mr. Turner also serves as Chief Financial Officer of HET
and Jopejo. Mr. Turner has over 25 years of business accounting experience,
including implementation of management information systems and controls.

David M. Barnes has been a director of the Company since August 2004. Mr. Barnes
has served as Chief Financial Officer of American United Global, Inc., a
publicly traded company, since May 15, 1996, and was a director from November 8,
1996 through June 17, 2003 and was reappointed to the board in December 2003.
Mr. Barnes is also presently a member of the Advisory Board of Interactive
Imagination, Inc., a privately-held video game developer based in Seattle, WA.
Mr. Barnes has over 20 years of experience as a senior financial officer of
United States publicly traded companies.

Audit Committee

We do not have a separately designated standing audit committee.

Code of Ethics

We have adopted our Code of Ethics and Business Conduct for Officers, Directors
and Employees that applies to all of our officers, directors and employees. The
Code of Ethics was filed with the Annual Report on Form 10-KSB dated February 3,
2005.

Compliance with Section 16(a) of the Exchange Act:

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and
executive officers and persons who beneficially own more than ten percent of a
registered class of our equity securities to file with the SEC initial reports
of ownership and reports of change in ownership of common stock and other equity
securities of our Company. Officers, directors and greater than ten percent
stockholders are required by SEC regulations to furnish us with copies of all
Section 16(a) forms they file. To our knowledge, none of our officers and
directors and 10% shareholders have filed, on a timely basis, the identified
reports required by Section 16(a) of the Exchange Act during the most recent
fiscal year.

Item 10. EXECUTIVE COMPENSATION

The following table sets forth information concerning the total compensation
that we have paid or that has accrued on behalf of our Chief Executive Officer
and President and other executive officers with annual compensation exceeding
$100,000 during fiscal 2004, 2003 and 2002.

                                       25
<PAGE>
<TABLE>
<CAPTION>

                                     Executive Compensation Table
                                                                                            Long-Term
                                                                                           Compensation
                                                                             -----------------------------------------
                                               Annual Compensation                     Awards               Payouts
                                       ------------------------------------- ---------------------------- ------------

                                                                  Other                    Securities
                                                                  Annual     Restricted   Under-lying      All        Other
             Name and                                            Compen-       Stock        Options/       LTIP       Compen-
        Principal Position      Year   Salary ($)  Bonus ($)    sation ($)    Award(s) ($)    SARs (#)    Payouts ($)  sation ($)
----------------------------- -------- ----------- ----------- ------------- --------------- ------------ ------------ -----------
<S>                           <C>      <C>         <C>         <C>           <C>             <C>          <C>          <C>
John Fuller,                  2004     235,881       -0-         -0-             -0-        4,829,577        -0-         -0-
     Chief Executive Officer  2003     204,732       -0-         -0-             -0-           -0-           -0-         -0-
                              2002     183,842       -0-         -0-             -0-           -0-           -0-         -0-
Brian Cameron,                2004     160,342       -0-         -0-             -0-        4,829,577        -0-         -0-
     Chief Operating Officer  2003       -0-         -0-         -0-             -0-           -0-           -0-         -0-
                              2002       -0-         -0-         -0-             -0-           -0-           -0-         -0-

</TABLE>


OPTION/SAR GRANTS IN THE LAST FISCAL YEAR

None.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES

None.

Employment Agreements

John Fuller. Pursuant to the terms of an Employment Agreement dated May 26,
2004, we appointed Mr. Fuller as our Chief Executive Officer until November 30,
2006, continuing for successive one-year terms unless otherwise terminated. We
agreed to pay Mr. Fuller (pound)130,000 for the first six months
and(pound)150,000 per year thereafter. Mr. Fuller shall be eligible to receive a
maximum of 4,829,577 options, one-third of which is exercisable on the first
anniversary of the agreement. He is also eligible to receive a cash-control and
profit performance-based bonus ranging from 10% to 100% of his base salary.

Brian Cameron. Pursuant to the terms of an Employment Agreement dated May 26,
2004, we appointed Mr. Cameron as our Chief Operating Officer for a period of
three years, continuing for successive one-year terms unless otherwise
terminated. We agreed to pay Mr. Cameron (pound)130,000 for the first six months
and (pound)150,000 per year thereafter. Mr. Cameron shall be eligible to receive
a maximum of 4,829,577 options, one-third of which is exercisable on the first
anniversary of the agreement. He is also eligible to receive a cash-control and
profit performance-based bonus ranging from 10% to 100% of his base salary.

Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of
our common stock as of February 2, 2005. The information in this table provides
the ownership information for:

o each person known by us to be the beneficial owner of more than 5% of our
capital stock; o each of our directors; o each of our executive officers; and o
our executive officers and directors as a group.

The percentages in the table have been calculated on the basis of treating as
outstanding for a particular person, all shares of our capital stock outstanding
on March 15, 2005 and all shares of our capital stock issuable to that person in
the event of the exercise of outstanding options and other derivative securities
owned by that person which are exercisable within 60 days of March 15, 2005.
Presently, there are no options or derivative securities outstanding. Percentage
ownership gives pro forma effect to the conversion of all 34,343,662 outstanding
shares of 4% preferred stock into common stock. Except as otherwise indicated,
the persons listed below have sole voting and investment power with respect to
all shares of our capital stock owned by them, except to the extent such power
may be shared with a spouse.

<TABLE>
<CAPTION>

      Name of Beneficial Owner              Number of Shares            Class of Stock       Percentage Outstanding
                                           Beneficially Owned
------------------------------------- ------------------------------ ---------------------- --------------------------
<S>                                   <C>                            <C>                    <C>
Abacus Trust Company Limited (1)            19,328,381               Preferred Stock                  22.5%
Unit 2, Taurus Park
Europa Boulevard
Warrington WA5 7YT
England
------------------------------------- ------------------------------ ---------------------- --------------------------
</TABLE>


                                       26
<PAGE>

<TABLE>
<CAPTION>

      Name of Beneficial Owner              Number of Shares            Class of Stock       Percentage Outstanding
                                           Beneficially Owned
------------------------------------- ------------------------------ ---------------------- --------------------------
<S>                                   <C>                            <C>                    <C>
Rodney Philip Jackson                           6,392,695               Preferred Stock                7.4%
The Green House
Beechwood Business Park North
Inverness, Scotland IV2 3BL
------------------------------------- ------------------------------ ---------------------- --------------------------
HEMP Trustees Limited                          12,879,073                Common Stock                 15.0%
10 Foster Lane
London, England
EC2V 6HR
------------------------------------- ------------------------------ ---------------------- --------------------------
Rubin Family Irrevocable Stock                  4,674,541                Common Stock                  5.4%
Trust (2)
25 Highland Boulevard
Dix Hills, New York 11730
------------------------------------- ------------------------------ ---------------------- --------------------------
John Fuller (3)                                 6,537,486                Common Stock                  7.6%
Easter Shian, Glen Quaich
Amulree, Perthshire
PH8 0DB
Scotland
------------------------------------- ------------------------------ ---------------------- --------------------------
Brian Cameron (4)                               6,513,336                Common Stock                  7.6%
Campbell Cairns, Craigellachie
Aberlour, Banffshire
Scotland
------------------------------------- ------------------------------ ---------------------- --------------------------
Bernard Turner                                      0                    Common Stock                   *
The Manor House
Field Lane,
Appleton,   Warrington, Cheshire,
United Kingdom
WA4 5JR
------------------------------------- ------------------------------ ---------------------- --------------------------
Graham Cooper                                       0                    Common Stock                   *
Rock Cottage
Finsthwaite
Cumbria
United Kingdom
LA12 8BH
------------------------------------- ------------------------------ ---------------------- --------------------------
David Barnes                                     100,000                 Common Stock                   *
108 Village Square #327
Somers, NY 10589

------------------------------------- ------------------------------ ---------------------- --------------------------
All directors and executive                    13,150,822                                             15.3%
officers as a group (5 persons)
------------------------------------- ------------------------------ ---------------------- --------------------------
</TABLE>

* less than 1%

(1)  Consists of shares of 4% voting preferred stock, convertible on or after
     October 31, 2005 into 19,328,381 shares of common stock. Abacus Trust
     Company Limited is acting as trustee for the Westek Limited Employee Trust.
     Graham Cooper, Chairman of our Board of Directors, and Bernard Turner,
     Chief Financial Officer are beneficiaries of the Westek Limited Employee
     Trust.

(2)  Excludes an aggregate of 2,785,310 shares of common stock owned by Andrew
     Rubin, Lynda Rubin and Lisa Diaz, the children of Robert M. Rubin and by
     the grandchild of Robert M. Rubin, the settlor of the Rubin Family
     Irrevocable Stock Trust. Mr. Rubin disclaims beneficial interest in the
     shares owned by the Rubin Family Irrevocable Stock Trust or by his children
     and grandchild.

(3)  Consists of (i) 6,439,437 shares held by the Hall Effect Medical Products
     Employee Benefit Trust as to which Mr. Fuller holds options to purchase,
     and (ii) 98,050 shares issued to Mr. Fuller in consideration of his
     cancellation of certain obligations owed to him by HET and Jopejo.

                                       27
<PAGE>


(4)  Consists of (i) 6,439,436 shares held by the Hall Effect Medical Products
     Employee Benefit Trust as to which Mr. Cameron holds options to purchase,
     and (ii) 73,899 shares issued to Mr. Cameron in consideration of his
     cancellation of certain obligations owed to him by HET and Jopejo.

Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In Vivo DE was formed in 2003 to acquire the capital stock of HET and Jopejo
from its shareholders. In Vivo DE's founders, including Robert M. Rubin and
others (the "Founding Shareholders") received 6,000,000 shares of our common
stock in connection with its initial formation and capitalization.

In connection with a share purchase agreement with the former stockholders of
HET and Jopejo, such stockholders, including Abacus Trust Company, in its
capacity as trustee of the Westek Limited Employees Trust, received an aggregate
of 8,000,000 shares of In Vivo Series A Preferred Stock, and the HEMP Employee
Benefit Trust received an additional 3,000,000 shares of In Vivo common stock.
Graham Cooper, our Chairman of the Board, is a principal stockholder of Westek
Limited, an affiliate of the Westek Limited Employees Trust, and John Fuller and
Brian Cameron, our Chief Executive Officer and Chief Operating Officer,
respectively, each owned a 50% beneficial interest in options to purchase, for
nominal consideration, the 3,000,000 shares of In Vivo DE common stock issued to
the HEMP Employee Benefit Trust.

As a result of the share exchange agreement with us, the Founding Shareholders
received an aggregate of 25,757,747 shares of our common stock; the original
shareholders of HET and Jopejo received 34,343,662 shares of our 4% Series A
convertible redeemable voting preferred stock, and the HEMP Employee Benefit
Trust, on behalf of Messrs. Fuller and Cameron, received an aggregate of
12,878,873 shares of our common stock.

We issued 1,636,233 additional shares of our common stock to holders of $450,000
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
common stock.

In connection with the transactions contemplated by the original share purchase
agreement with the former shareholders of HET and Jopejo, such shareholders
received an option from Mr. Rubin and the other founding stockholders of In Vivo
DE to repurchase, for $.01 per share, all or a pro-rata portion of their shares
of common stock of our company in the event that our company does not raise for
the benefit of In Vivo DE and its subsidiaries, in addition to the $500,000
previously provided, a minimum of $2.5 million of additional equity or
equity-type financing by December 31, 2004. The number of our shares that will
be subject to such repurchase option will be pro-rated in the event we receive
one or more financings of less than the $2.5 million minimum amount.

In connection with the transactions contemplated by the share purchase
agreement, In Veritas agreed to repay to Westek Limited a total of $1,800,000 in
advances previously made to HET and Jopejo, by issuance to Westek of a
$1,800,000 non-interest bearing note payable on September 30, 2006. Under the
terms of the note, we are obligated to:

o    apply 56% of all net proceeds from any one or more equity or equity-type
     financings in excess of $2,000,000 and up to $3,000,000 to prepay up to
     $560,000 of the note; and

o    apply 25% of all net proceeds in excess of $3,000,000 to prepay the note.

Graham Cooper, the Chairman of the Board of our company, is also the Chairman
and principal stockholder of Westek Limited.

Item 13. EXHIBITS AND REPORTS ON FORM 8-K

                                       28
<PAGE>


(a) Exhibits

Exhibit
Number                                  Description
--------------------------------------------------------------------------------
2.1            Share Purchase Agreement, dated as of June 30, 2004, among
               Sports  Information and Publishing Corp.,  Michael Tanner,
               HEMP Trustees Limited (as the corporate trustee of the
               HEMP Employees Benefit Trust), John Fuller, Brian Cameron,
               Westek  Limited and other holders of securities of In Veritas
               Medical Diagnostics, Inc. (as incorporated by reference to
               Form  8-K, filed with the Securities and  Exchange
               Commission on August 10, 2004).

2.2            Amendment No. 1 to Share Exchange Agreement, effective as
               of July 31, 2004, among Sports Information and Publishing
               Corp., Michael D. Tanner, HEMP Trustees Limited (as the
               corporate trustee of the HEMP Employees Benefit Trust),
               John Fuller, Brian Cameron, Westek Limited and the other
               holders of securities of In Vivo Medical Diagnostics, Inc.
               (formerly Hall Effect Medical Products) (as incorporated
               by reference to Form 8-K/A, filed with the Securities and
               Exchange Commission on February 3, 2005).

3.1            Articles of Incorporation (as incorporated by reference to
               Form SB-2, filed with the Securities and Exchange Commission
               on January 24, 2002).

3.2            Articles of Amendment of Articles of Incorporation, dated as of
               July 22, 2004 (as incorporated by reference to the Annual Report
               on Form 10-KSB, filed with the Securities and Exchange Commission
               on February 3, 2005).

3.3            Articles of Amendment of Articles of Incorporation, dated as of
               September 20, 2004.

3.4            By-Laws (as incorporated by reference to Form SB-2, filed with
               the Securities and Exchange Commission on January 24, 2002).

10.1           Employment Agreement among Hall Effect Technologies Limited, a
               company registered in England, Jonathan Andrew Fuller and Hall
               Effect Medical Products Inc., a Delaware corporation. (as
               incorporated by reference to the Annual Report on Form 10-KSB,
               filed with the Securities and Exchange Commission on February 3,
               2005).

10.2           Employment Agreement among Hall Effect Technologies Limited, a
               company registered in England, Brian Cameron and Hall Effect
               Medical Products Inc., a Delaware corporation. (as incorporated
               by reference to the Annual Report on Form 10-KSB, filed with the
               Securities and Exchange Commission on February 3, 2005).

10.3           Research and Development Agreement dated July 1, 2002 between
               Hall Effect Technologies Limited and Unipath Limited.  (as
               incorporated by reference to the Amended Annual Report on Form
               10-KSB/A,  filed with the Securities and Exchange Commission on
               August 15, 2005).

10.4           Patent Licence Agreement dated September 1, 2002 between Hall
               Effect Technologies Limited and Unipath Limited. (as
               incorporated by reference to the Amended Annual Report on Form
               10-KSB/A,  filed with the Securities and Exchange Commission on
               August 15, 2005).

14.1           Code of Ethics and Business Conduct for Officers, Directors and
               Employees. (as incorporated by reference to the Annual Report on
               Form 10-KSB, filed with the Securities and Exchange Commission on
               February 3, 2005).

                                       29
<PAGE>


21             List of Subsidiaries (as incorporated by reference to the Annual
               Report on Form 10-KSB, filed with the Securities and Exchange
               Commission on February 3, 2005).

31.1           Certification by John Fuller, President and Chief Executive
               Officer, pursuant to Section 302 of the Sarbanes-Oxley Act
               of 2002.

31.2           Certification by Bernard Turner, Chief Financial Officer,
               pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1           Certification by John Fuller, President and Chief Executive
               Officer, pursuant to Section 906 of the Sarbanes-Oxley Act
               of 2002.

32.2           Certification by Bernard Turner, Chief Financial Officer,
               pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



(b) Reports on Form 8-K

On July 14, 2004, we filed a Form 8-K under Item 7. In the Form 8-K, we reported
that the Company agreed to acquire all of the outstanding shares of Hall Effect
Medical Products, Inc.

Concurrent with the filing of this Form 10-KSB/A, we are filing a Current Report
on Form 8-K in order to report that the Company and its independent registered
public accounting firm have determined 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.

Item 14. Principal Accounting Fees and Services

Audit fees
----------

The aggregate fees billed for professional services rendered by our independent
auditors for the audit of our financial statements, for the reviews of the
financial statements included in our annual report on Form 10K, and for other
services normally provided in connection with statutory filings were $-0- and
$3,553 for the years ended July 31, 2004 and September 30, 2003, respectively.

Audit-Related Fees
------------------

The aggregate fees billed for professional services rendered by our independent
auditors for the audit of our financial statements, for the reviews of the
financial statements included in our annual report on Form 10K, and for other
services normally provided in connection with statutory filings were $74,226 and
$-0- for the years ended July 31, 2004 and September 30, 2003, respectively.

Tax Fees
--------

The aggregate fees billed for professional services rendered by our independent
auditors for tax compliance, tax advice, and tax planning were $17,807 and
$7,000, for the years ended July 31, 2004 and September 30, 2003. The services
for which such fees were paid consisted of filing the 2003 tax return.

All Other Fees
--------------

We did not incur any fees for other professional services rendered by our
independent auditors during the years ended July 31, 2004 and September 30,
2003.

                                       30
<PAGE>


                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Securities 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.




Dated:   September 14, 2005          By:  /s/ John Fuller
                                          -------------------------------------
                                          John Fuller
                                          President and Chief Executive Officer
                                         (Principal Executive Officer)



Dated:   September 14, 2005          By:  /s/ Martin Thorp
                                          -------------------------------------
                                          Martin Thorp
                                          Chief Financial Officer
                                          (Principal Financial and Accounting
                                          Officer)



PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS REPORT
HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES
INDICATED:





            NAME                 TITLE                             DATE
------------------------------------------------------------------------------

/s/ John Fuller            President, Chief Executive       September 14, 2005
----------------------     Officer and Director
John Fuller                (Principal Executive Officer)


/s/ Brian Cameron          Chief Operating Officer          September 14, 2005
----------------------     and Director
Brian Cameron

/s/ Martin Thorp           Chief Financial Officer          September 14, 2005
----------------------     and Director
Martin Thorp               (Principal Financial and
                            Accounting Officer)

/s/ Graham Cooper          Chairman of the Board            September 14, 2005
----------------------
Graham Cooper

                                       31