FORM 10-QSB

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

                   Quarterly Report Under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                 For the Quarterly Period Ended January 31, 2005
                                                ----------------

                        Commission File Number: 000-49972
                                                ---------


                        IN VIVO MEDICAL DIAGNOSTICS, INC.
            --------------------------------------------------------
             (Exact name of registrant as specified in its charter)



          Colorado                                         84-1579760
-------------------------------                       -------------------
(State or other jurisdiction of                        (I.R.S. Employer
  incorporation or organization)                      Identification No.)


 The Green House, Beechwood Business Park North,
               Inverness, Scotland                         IV2 3BL
 -------------------------------------------------        ----------
    (Address of principal executive offices)              (Zip Code)


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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding twelve months (or for such shorter period that the registrant was
required to file such reports); and (2) has been subject to such filing
requirements for the past 90 days. YES [X] NO [ ]

Indicate by check mark whether the registrant is an accelerated Filer (as
defined in Rule 12-b-2 of the Exchange Act). YES [ ] NO [X] Indicate the number
of shares outstanding of each of the issuer's classes of common stock, as of the
close of the latest practical date.



          Title of Class                          Number of Shares Outstanding
          --------------                          ----------------------------
Common Stock (par value $0.001 per share)        51,677,339 as of March 15, 2005


<PAGE>



                       IN VIVO MEDICAL DIAGNOSTICS, INC.

                                     INDEX

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

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

Condensed Consolidated Balance Sheet as of January 31, 2005
    (unaudited) ...........................................................   3

Condensed Consolidated Statements of Operations for the Six and
    Three Months Ended January 31, 2005 and 2004 and March 26, 1997
    (Inception) through January 31, 2005 (unaudited) ......................   4

Condensed Consolidated Statements of Other Comprehensive Loss for
    the Six Months Ended January 31, 2005 and 2004 and
    March 26, 1997 (Inception) through January 31, 2005 (unaudited) .......   5

Condensed Consolidated Statements of Changes in Shareholders'
    Deficit for the Six Months Ended January 31, 2005
    and 2004 and March 26, 1997 (Inception) through January 31,
    2005 (unaudited) ......................................................   6

Condensed Consolidated Statements of Cash Flows for the Six Months
    Ended January 31, 2005 and 2004 and March 26, 1997 (Inception)
    through January 31, 2005 (unaudited) ..................................   7

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

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


Item 3. Controls and procedures............................................  15


PART II. OTHER INFORMATION

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

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

<PAGE>


                        IN VIVO MEDICAL DIAGNOSTICS, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                January 31, 2005
                                   (Unaudited)


                                   ASSETS
Current assets:
     Cash .......................................................   $    80,698
     Accounts receivable ........................................        13,391
     Prepaid expenses ...........................................        59,285
                                                                    -----------
         Total current assets ...................................       153,374

Property and equipment, net .....................................        80,870

Other assets ....................................................         6,000
                                                                    -----------
                                                                    $   240,244
                                                                    ===========

                   LIABILITIES AND SHAREHOLDERS' DEFICIT

Current liabilities:
     Accounts payable and accrued liabilities ...................   $   857,086
     Notes payable to bridge lenders (Note 5) ...................       387,495
     Note payable to related party, net (Note 2) ................     1,635,992
     Indebtedness to related party (Note 2) .....................       111,791
                                                                    -----------
         Total current liabilities ..............................     2,992,364
                                                                    -----------

Shareholders' deficit:
     Preferred stock ............................................        34,344
     Common stock ...............................................        51,436
     Additional paid-in capital .................................     1,395,548
     Deficit accumulated during the development stage ...........    (3,475,125)
     Accumulated other comprehensive loss, net of tax ...........      (758,323)
                                                                    -----------
         Total shareholders' deficit ............................    (2,752,120)
                                                                    -----------
                                                                    $   240,244
                                                                    ===========

      See accompanying notes to condensed consolidated financial statements

                                        3
<PAGE>

<TABLE>
                        IN VIVO MEDICAL DIAGNOSTICS, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (Unaudited)
<CAPTION>

                                                                                                               March 26, 1997
                                                     Six Months Ended              Three Months Ended            (Inception)
                                                       January 31,                     January 31,                 Through
                                                ----------------------------    ----------------------------     January 31,
                                                    2005            2004            2005            2004            2005
                                                ------------    ------------    ------------    ------------    ------------
<S>                                             <C>             <C>             <C>             <C>             <C>
Sales and service revenues ..................   $    559,902    $    226,252    $    142,497    $     83,350    $  1,980,733
                                                ------------    ------------    ------------    ------------    ------------

Operating expenses:
     Cost of sales ..........................          4,579           1,612           4,319             876         242,095
     Research and development ...............        274,634         214,440         156,195         129,035       2,207,068
     Depreciation and amortization ..........          9,543          11,550           4,772           5,775         119,046
     General and administrative .............      1,207,749         703,819         836,926         433,451       5,487,819
                                                ------------    ------------    ------------    ------------    ------------
        Total operating expenses ............      1,496,505         931,421       1,002,212         569,137       8,056,028
                                                ------------    ------------    ------------    ------------    ------------

        Loss from operations ................       (936,603)       (705,169)       (859,715)       (485,787)     (6,075,295)

Other income (expense):
     Gain from debt extinguishment ..........          3,000            --             3,000            --         2,716,267
     Interest expense .......................       (116,038)            (59)        (55,905)            (30)       (116,097)
                                                ------------    ------------    ------------    ------------    ------------
        Net loss income before income taxes .     (1,049,641)       (705,228)       (912,620)       (485,817)     (3,475,125)
                                                ------------    ------------    ------------    ------------    ------------

Provision (benefit) for income taxes (Note 6)           --              --              --              --              --
                                                ------------    ------------    ------------    ------------    ------------
        Net loss ............................   $ (1,049,641)   $   (705,228)   $   (912,620)   $   (485,817)   $ (3,475,125)
                                                ============    ============    ============    ============    ============

Basic and diluted loss per share ............   $      (0.02)   $      (0.14)   $      (0.02)   $      (0.10)
                                                ============    ============    ============    ============
Weighted average common shares outstanding ..     50,831,271       5,020,000      50,832,702       5,020,000
                                                ============    ============    ============    ============
</TABLE>

      See accompanying notes to condensed consolidated financial statements

                                        4
<PAGE>

                        IN VIVO MEDICAL DIAGNOSTICS, INC.
          CONDENSED CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE LOSS
                                   (Unaudited)


                                                                March 26, 1997
                                        Six Months Ended          (Inception)
                                           January 31,              Through
                                    --------------------------    January 31,
                                       2005           2004           2005
                                    -----------    -----------    -----------
Net loss ........................   $(1,049,641)   $  (705,228)   $(3,475,125)
                                    -----------    -----------    -----------

Other comprehensive loss:
     foreign currency translation      (114,188)      (486,102)      (758,323)
                                    -----------    -----------    -----------
         Net loss ...............   $(1,163,829)   $(1,191,330)   $(4,233,448)
                                    ===========    ===========    ===========

      See accompanying notes to condensed consolidated financial statements

                                        5
<PAGE>

<TABLE>
                        IN VIVO MEDICAL DIAGNOSTICS, INC.
      CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT
                                   (Unaudited)

<CAPTION>
                             SPLIT TABLE - SEE BELOW



                                       Preferred Stock             Common Stock
                                    ------------------------    -------------------------
                                       Shares       Amount        Shares        Amount
                                    -----------   -----------   -----------   -----------
<S>                                 <C>           <C>           <C>           <C>
Balance, July 31, 2004 ..........    34,343,662   $    34,344    50,822,686   $    50,822

     Common stock issued in
        exchange for making bridge
        loan, valued at $1.27 per
        share  (Note 5)..........          --            --          60,096            60

     Common stock issued in
        exchange for services,
        valued at $0.92 per share
        (Note 4).................          --            --         554,000           554

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

     Other comprehensive loss ...          --            --            --            --
                                    -----------   -----------   -----------   -----------
Balance, January 31, 2005 .......    34,343,662   $    34,344    51,436,782   $    51,436
                                    ===========   ===========   ===========   ===========
</TABLE>


<TABLE>
                        IN VIVO MEDICAL DIAGNOSTICS, INC.
      CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT
                                   (Unaudited)

<CAPTION>

                             SPLIT TABLE - SEE ABOVE

                                                    Deficit
                                                  Accumulated    Accumulated
                                     Additional      During         Other
                                      Paid-in     Development   Comprehensive
                                      Capital       Stage           Loss           Total
                                    -----------   -----------    -----------    -----------
<S>                                      <C>           <C>            <C>            <C>
Balance, July 31, 2004 ..........   $   982,062   $(2,425,484)   $  (644,135)   $(2,002,391)

     Common stock issued in
        exchange for making bridge
        loan, valued at $1.27 per
        share  (Note 5)..........        76,100          --             --           76,160

     Common stock issued in
        exchange for services,
        valued at $0.92 per share
        (Note 4).................       337,386          --             --          337,940

     Net loss ...................          --      (1,049,641)          --       (1,049,641)

     Other comprehensive loss ...          --            --         (114,188)      (114,188)
                                    -----------   -----------    -----------    -----------
Balance, January 31, 2005 .......   $ 1,395,548   $(3,475,125)   $  (758,323)   $(2,752,120)
                                    ===========   ===========    ===========    ===========
</TABLE>

      See accompanying notes to condensed consolidated financial statements

                                        6
<PAGE>

<TABLE>
                        IN VIVO MEDICAL DIAGNOSTICS, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (Unaudited)
<CAPTION>

                                                                                                    March 26, 1997
                                                                            Six Months Ended         (Inception)
                                                                                January 31,            Through
                                                                        --------------------------    January 31,
                                                                            2005          2004           2005
                                                                        -----------    -----------    -----------
<S>                                                                     <C>            <C>            <C>
Cash flows from operating activities:
     Net loss .......................................................   $(1,049,641)   $  (705,228)   $(3,475,125)
     Adjustments to reconcile net loss to net cash
        used by operating activities:
            Depreciation and amortization ...........................         9,543         11,550        119,046
            Imputed interest ........................................        96,995           --           96,995
            Stock issued for interest expense .......................        16,876           --           16,876
            Stock-based compensation ................................       337,940           --          340,940
            Changes in working capital items:
              Increase in receivables and other current assets ......       270,589        (24,585)        86,520
              Increase in accounts payable and other
                current liabilities .................................       218,142        198,024        821,970
                                                                        -----------    -----------    -----------
                  Net cash used in operating activities .............       (99,556)      (520,239)    (1,992,778)

Cash flows from investing activities:
     Capital expenditures ...........................................       (46,077)           855       (191,268)
                                                                        -----------    -----------    -----------
                  Net cash provided by (used in) investing activities       (46,077)           855       (191,268)

Cash flows from financing activities:
     Proceeds from bridge financing .................................          --          241,814        241,814
     Related party advances .........................................       (71,539)       266,674      1,340,238
     Cash proceeds from the issuance of preferred stock .............          --             --          326,155
     Cash proceeds from the issuance of common stock ................          --             --           96,133
     Cash proceeds from debt issuance ...............................       250,000           --          250,000
                                                                        -----------    -----------    -----------
                  Net cash provided by financing activities .........       178,461        508,488      2,254,340

     Effect of exchange rate on changes in cash .....................         1,679          1,361         10,404
                                                                        -----------    -----------    -----------
                  Net change in cash ................................        34,507         (9,535)        80,698

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

Cash, end of year ...................................................   $    80,698    $     1,443    $    80,698
                                                                        ===========    ===========    ===========

Supplemental disclosures of cash flow information:
   Cash paid during the period for:
        Interest ....................................................   $      --      $     59.00    $     59.00
                                                                        ===========    ===========    ===========

        Income taxes ................................................   $      --      $      --      $      --
                                                                        ===========    ===========    ===========
</TABLE>


      See accompanying notes to condensed consolidated financial statements

                                        7
<PAGE>

                        IN VIVO MEDICAL DIAGNOSTICS, INC.
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

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

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

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

We have reported net losses of approximately $1,016,327, $1,089,619, and
$2,425,484 for the fiscal years ended July 31, 2004, 2003 and for the period
from the date of inception, March 26, 1997 to July 31, 2004, respectively. The
loss from date of inception, March 26, 1997 to January 31, 2005 amounts to
$3,475,125.

Our long-term continued operations will depend on our ability to raise
additional funds through various potential sources such as equity and debt
financing, our development contract and license agreement, our research and
development contracts, revenues from royalty arrangements, licensing of our
prothrombin blood clotting measuring device and our ability to realize the full
potential of our technology and measuring devices via licensing agreements with
other companies. Such additional funds may not become available as needed or be
available on acceptable terms. Through February 28, 2005, a significant portion
of our financing has been through the sale of equity securities and convertible
notes in private placements and the exercise of stock options. Until and unless
our operations generate significant revenues, we expect to continue to fund our
operations from the sources of capital previously described. There can be no
assurance that we will be able to raise the capital needed on acceptable terms,
if at all. As of January 31, 2005, management believes that our cash balance is
sufficient to fund our operations at least through May 2005 based on our
expected level of expenditures in relation to research and development
activities and other ongoing operations of the Company. However, we will
continue to seek additional financing through equity or debt financings but
cannot be sure that we will be able to raise capital on favorable terms or at
all. We may also obtain additional capital through the exercise of outstanding
options and warrants, although it cannot provide any assurance of such exercises
or the amount of capital it will receive, if any.

NOTE 2. RELATED PARTY TRANSACTIONS

We are indebted to certain related parties for working capital advances and for
goods and services totaling $111,791 as of January 31, 2005. This amount is
reflected as due to related parties in the accompanying condensed, consolidated
financial statements.

                                        8
<PAGE>

                        IN VIVO MEDICAL DIAGNOSTICS, INC.
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

In 2004, Westek Ltd., a shareholder, agreed to release us from a portion of the
accumulated advances it had made to our subsidiaries in years prior to the
recapitalization in exchange for a noninterest-bearing promissory note totalling
$1,800,000. The promissory note is payable in full by September 30, 2006.
However, we must make partial payments out of any stock sales that we might make
exceeding $1,000,000 prior to that date. The present value of the
noninterest-bearing note payable as of January 31, 2005 is $1,635,992, net of
the discount of $164,008.

NOTE 3. EARNINGS (LOSS) PER COMMON SHARE
----------------------------------------
"Basic" earnings (loss) per common share equals net income (loss) divided by
weighted average common shares outstanding during the period. "Diluted" earnings
per common share equals net income divided by the sum of weighted average common
shares outstanding during the period, adjusted for the effects of potentially
dilutive securities. Our basic and diluted per share amounts are the same since
we are in a loss position and the assumed exercise of stock options and warrants
and conversion of convertible notes would be anti-dilutive. The number of shares
subject to convertible preferred stock that could dilute earnings per share in
future periods was 34,243,662 at January 31, 2005.

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

NOTE 5. BRIDGE FINANCING
------------------------
On December 22, 2004, we issued an 8 percent $250,000 promissory note and 60,096
shares of our restricted common stock to an unrelated third-party in exchange
for $250,000. Principal and accrued interest on the note are payable upon
maturity. While the note matures on June 22, 2005, we must make a partial
prepayment of $175,000 of the principal amount and a pro-rata share of accrued
interest if we enter into any financing aggregating $1 million. The amount of
partial prepayment of principal and accrued interest increases on a pro-rata
share if we enter into any financing exceeding $1 million. We accounted for the
issuance of the 60,096 shares of our common stock as pre-paid financing costs.
The financing costs were valued and booked based on the quoted market price of
our common stock on date of the transaction. Indebtedness to bridge lenders at
January 31, 2005 is as follows:

                                        9
<PAGE>

                        IN VIVO MEDICAL DIAGNOSTICS, INC.
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)


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

NOTE 6: INCOME TAXES
--------------------
We record our income taxes in accordance with Statement of Financial Accounting
Standard No. 109, "Accounting for Income Taxes". We offset operating profits
during the six months ended January 31, 2005 against a deferred tax asset, which
was fully allowed for; therefore, the net benefit and expense resulted in $-0-
income taxes.

                                       10
<PAGE>


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

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

The information in this report on Form 10-KSB 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 provided
they identify these statements as forward looking and provide meaningful
cautionary statements identifying important factors that could cause actual
results to differ from the projected results. All statements other than
statements of historical fact made in this report are forward looking. In
particular, the statements herein regarding industry prospects and future
results of operations or financial position are forward-looking statements.
Forward-looking statements reflect management's current expectations and are
inherently uncertain. And our actual results may differ significantly from
management's expectations as a result of many factors.

Overview

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

We currently have two operating subsidiaries, IVMD(UK) Ltd. ("IVMD") and Jopejo
Ltd. ("Jopejo"), both of which are incorporated under the laws of England and
Wales and based in Inverness, Scotland. IVMD(UK) has a platform of patents from
which to exploit unique commercial applications. Jopejo is a biotech research
company utilizing similar development techniques.

The fundamental premise is in the transfer of measurement technology, the
principles of which are known and established in the world of physical science,
into medical devices with global near-patient applications. This is done through
the creation of novel, patented methods and apparatus for which IVMD is the sole
owner of the intellectual property. One application, forecast to generate
royalty revenues from 2005 onwards, is in the final phase of development with
route-to-market secured through a major distributor.

History

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

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

                                       11
<PAGE>

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 has
contributed contributes over $2 million, over an 18-month period, and culminates
in the delivery of the initial batch of units in advance of market launch during
calendar year 2005.

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

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

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

                                       12
<PAGE>

Results of Operations

Six Months Ended January 31, 2005 compared to Six Months Ended January 31, 2004

Revenues

     During the six months ended January 31, 2005 we had sales of $559,902.
During the six months ended January 31, 2004, we had sales of $226,252. 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").

Research & Development Expenses

     For the six months ended January 31, 2005, research and development costs
were $274,633, an increase from $214,440 for the six months ended January 31,
2004. The increase resulted from the development of our prothrombin blood
clotting measuring device pursuant to our agreement with IMI.

Depreciation Expenses

     Depreciation expenses for the six months ended January 31, 2005 decreased
to $9,543 from $11,550 for the six months ended January 31, 2004.

General & Administrative Expenses

     General and administrative expenses for the six months ended January 31,
2005 increased to $1,207,749 from $703,810 for the six months ended January 31,
2004. The increase in 2005 is due to our increased operations, as well as
increased legal fees associated with our patents and the share exchange
transaction.

Net Income (Loss)

     The net loss for the six months ended January 31, 2005 was $1,049,641, as
compared to a net loss of $705,228 for the six months ended January 31,2004.
This change resulted primarily from increases in business activity associated
with product development.

Three Months Ended January 31, 2005 compared to Three Months Ended January 31,
2004

Revenues

     During the three months ended January 31, 2005 we had sales of $147,497.
During the three months ended January 31, 2004, we had sales of $83,350. 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").


                                       13
<PAGE>

Research & Development Expenses

     For the three months ended January 31, 2005, research and development costs
were $156,195, an increase from $129,035 for the three months ended January 31,
2004. The increase resulted from the development of our prothrombin blood
clotting measuring device pursuant to our agreement with IMI.

Depreciation Expenses

     Depreciation expenses for the three months ended January 31, 2005 decreased
to $4,772 from $5,775 for the three months ended January 31, 2004.

General & Administrative Expenses

     General and administrative expenses for the three months ended January 31,
2005 increased to $836,926 from $433,451 for the three months ended January 31,
2004. The increase in 2005 is due to our increased operations, as well as
increased legal fees associated with our patents and the share exchange
transaction.

Net Income (Loss)

     The net loss for the three months ended January 31, 2005 was $912,620, as
compared to a net loss of $485,817 for the three months ended January 31, 2004.
This change resulted primarily from an increase in business activity associated
with product development.

Capital Resources

     As of January 31, 2005, we had cash of $80,698. Our current liabilities as
of January 31, 2005 aggregated $2,992,364. 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 January 31, 2005 or
as of the date of this report.

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<PAGE>


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.


ITEM 3. CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures

     Our chief executive officer and our chief financial officer, after
evaluating our "disclosure controls and procedures" (as defined in the
Securities Exchange Act of 1934 (the "Exchange Act") Rules 13a-14(c) and
15d-14(c) have concluded that as of a date within 90 days of the filing date of
this report (the "Evaluation Date") our disclosure controls and procedures are
effective to ensure that information we are required to disclose in reports that
we file or submit under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in Securities and Exchange Commission
rules and forms.

Changes in internal controls

     Subsequent to the Evaluation Date, there were no significant changes in our
internal controls or in other factors that could significantly affect our
disclosure controls and procedures, nor were there any significant deficiencies
or material weaknesses in our internal controls. As a result, no corrective
actions were required or undertaken.


                            PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

         None.

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

     On December 22, 2004, we entered into a Subscription Agreement with an
accredited investor, NITE Capital, L.P. pursuant to which issued 60,096 shares
of our common stock. These securities were issued by us pursuant to Section 4(2)
of the Securities Act of 1933, as amended.

                                       15
<PAGE>


ITEM 3. DEFAULTS UPON SENIOR SECURITIES

         We are not currently in default upon senior securities.

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

         None.

ITEM 5. OTHER INFORMATION

         None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

                                    EXHIBITS

31.1 Certification of the Chief Executive Officer pursuant to Section 312 of the
     Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley").

31.2 Certification of the Chief Financial Officer pursuant to Section 312 of the
     Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley").

32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
     Section 906 of the Sarbanes-Oxley Act of 2002.

32.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
     Section 906 of the Sarbanes-Oxley Act of 2002.

                               REPORTS ON FORM 8-K

The Company filed a Current Report on Form 8-K on December 29, 2004 regarding
the $250,000 loan transaction with NITE Capital on December 22, 2004

The Company filed a Current Report on Form 8-K on February 3, 2005 to file the
Company's financial statements and to report the change in the Company's year
end.

                                       16
<PAGE>


ITEM 7 - SIGNATURES

                                   SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                        IN VIVO MEDICAL DIAGNOSTICS, INC.

March 22, 2005


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

                                              /s/ Bernard Turner
                                              --------------------------------
                                              Bernard Turner
                                              Chief Financial Officer

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