UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C.   20549
 
 FORM 10-Q/A
 Amendment  No. 1
 
 (Mark One)
 
 x           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES ACT OF 1934
 
 For the quarterly period ended May 31, 2010
 or
 
  ̈           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 For the transition period from __________ to __________
 
 Commission File Number 000-07405
 
 SENSIVIDA MEDICAL TECHNOLOGIES, INC. AND SUBSIDIARIES
 (Exact name of registrant as specified in its charter)
 
 New Jersey
22-1937826(State or other jurisdiction of
(I.R.S. Employer Identification No.)incorporation or organization77 Ridgeland RoadHenrietta, New York
14623(Address of principal executive offices)
(Zip Code)
 
 (585) 413-9080
 (Registrant’s telephone number, including area code)
 
 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 12 months (or for such short 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 a large accelerated filer, and accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
 Large accelerated filer
 ̈
Accelerated filer  ̈Non-accelerated filer
 ̈
Smaller reporting company x(Do not check if a smaller reporting company)
 
 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-c of the Act).
 Yes  ̈      No x
 
 As of May 31, 2010, there were outstanding 15,998,112 shares of the registrant’s common stock, $.01 par value.
  
  Explanatory Note
 
 On July 16, 2010, SensiVida Medical Technologies, Inc., a New Jersey corporation (“SensiVida”) filed its quarterly report on Form 10-Q.  This Amendment No. 1 to the Form 10-Q for the quarter ended May 31, 2010 hereby amends and restates the prior Form 10-Q’s Evaluation of Disclosure Controls and Procedures, Management’s Report on Internal Control Over Financial Reporting and Changes in Internal Control Over Financial Reporting. There are no changes to the financial statements or the Company’s financial results for the quarter ended May 31, 2010.
 
 This Form 10-Q/A speaks as of the original filing date of the Form 10-Q and does not reflect events that may have occurred subsequent to the original filing date.
 
 SENSIVIDA MEDICAL TECHNOLOGIES, INC. AND SUBSIDIARIES
 CONSOLIDATED FINANCIAL STATEMENTS
 MAY 31, 2010
 
 INDEX
 PAGEPART 1.
Financial InformationItem 1.
Financial StatementsConsolidated Balance Sheet as of May 31, 2010 (Unaudited) and February 28, 2010 (Audited)
1Consolidated Statement of Operations for the Three Months Ended May 31, 2010 (Unaudited) and May 31, 2009 (Unaudited)
2Consolidated Statement of Changes in Stockholders’ Deficit for the Three Months Ended May 31, 2010 (Unaudited)
3Consolidated Statement of Cash Flows for the Three Months Ended May 31, 2010 (Unaudited) and May 31, 2009 (Unaudited)
4Notes to Consolidated Financial Statements
5-13Item 2.
Management’s Discussion and Analysis
14-15Item 3.
Quantitative and Qualitative Disclosures About Market Risk
16Item 4T.
Controls and Procedures
16PART 11.
Other InformationItem 1.
Legal Proceedings
17Item 1A.
Risk Factors
17Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
17Item 3.
Defaults Upon Senior Securities
17Item 4.
Submission of Matters to a Vote of Security Holders
17Item 5.
Other Information
18Item 6.
Exhibits
18Signatures
19Exhibits
  
 
 SENSIVIDA MEDICAL TECHNOLOGIES, INC. AND SUBSIDIARIES
 CONSOLIDATED BALANCE SHEETS
 
 May31,


February28,2010


2010(Unaudited)


(Audited)ASSETSCURRENT ASSETSCash and Cash Equivalents

$
708,199


$
12,002Total Current Assets


708,199



12,002PROPERTY AND EQUIPMENTNet of Accumulated Depreciation of $207,387 (May 31, 2010)and $207,322 (February 28, 2010)


1,231



-OTHER ASSETSIntellectual Property - Net of Accumulated Amortization of $234,046 (May 31, 2010) and $187,237 (February 28, 2010)


2,574,518



2,621,327Other Assets


3,126



3,016Restricted Cash


16,664



18,727Deferred Costs


29,792



49,167TOTAL ASSETS

$
3,333,530


$
2,704,239LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)CURRENT LIABILITIESConvertible Debt

$
401,500


$
451,500Accounts Payable


130,577



255,189Other Loans Payable


49,828



99,828Officer Loan


5,524



5,524Accrued Liabilities


2,358,118



2,315,680Preferred Stock Subscribed


-



250,000Total Current Liabilities


2,945,547



3,377,721STOCKHOLDERS' EQUITY (DEFICIT)Preferred Stock, $.01 Par Value, 11,000,000 and 5,000 Shares Authorized; Issued and Outstanding 1,624,228 Shares May 31,2010; -0- Shares February 28, 2010


16,242



-Common Stock $.01 Par Value, Authorized 89,000,000 and 19,995,000 Shares; Issued and Outstanding Shares - 15,998,112Shares May 31, 2010; 15,980,612 Shares - February 28, 2010


159,981



159,806Common Stock Subscribed


140,800



140,800Additonal Paid-in Capital


35,540,765



34,153,453Accumulated Deficit


(35,469,805
)


(35,127,541
)Total Stockholders' Equity (Deficit)


387,983



(673,482
)TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)

$
3,333,530


$
2,704,239
 
 See Notes to Consolidated Financial Statements.
  1
 
 SENSIVIDA MEDICAL TECHNOLOGIES, INC. AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF OPERATIONS
 FOR THE THREE MONTHS ENDED MAY 31, 2010 AND 2009
 (UNAUDITED)
 
 THREE MONTHS2010


2009Net Sales

$
-


$
-Cost of Sales


-



-Gross Profit


-



-General and Administrative Expense


219,972



358,308Product Development Expense


79,843



109,064Total Expenses


299,815



467,372Other Income


17



54Cancellation of Indebtedness


-



43,597Interest Expense


(42,466
)


(50,514
)Accretion of Interest on Convertible Debt


-



(86,036
)Total Other Income and Expense


(42,449
)


(92,899
)Loss Before Taxes


(342,264
)


(560,271
)Provision for Income Taxes


-



-Net Loss

$
(342,264
)

$
(560,271
)Basic and Diluted Loss Per Common Share

$
(0.021
)

$
(0.050
)Weighted Average Common Shares Outstanding


15,994,063



11,124,117
 
 See Notes to Consolidated Financial Statements.
  2
  SENSIVIDA MEDICAL TECHNOLOGIES, INC. AND SUBSIDIARIES
 CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
 FOR THE THREE MONTHS ENDED MAY 31, 2010
 (UNAUDITED)
 
 Series A ConvertiblePreferred Stock


Common Stock


Additional Paid-


Common Stock


AccumulatedShares


Amount


Shares


Amount


In Capital


Subscribed


DeficitBALANCE, FEBRUARY 28, 2010


-


$
-



15,980,612


$
159,806


$
34,153,453


$
140,800


$
(35,127,541
)Common Stock Issued for Services


-



-



17,500



175



8,925



-



-Series A Preferred Stock - Net of Expenses of $201,114


1,624,228



16,242



-



-



1,378,387



-



-Net Loss


-



-



-



-



-



-



(342,264
)BALANCE, MAY 31, 2010


1,624,228


$
16,242



15,998,112


$
159,981


$
35,540,765


$
140,800


$
(35,469,805
)
 
 See Notes to Consolidated Financial Statements.
  3
 
 SENSIVIDA MEDICAL TECHNOLOGIES, INC. AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 FOR THE THREE MONTHS ENDED MAY 31, 2010 AND 2009
 (UNAUDITED)
 
 2010


2009CASH FLOWS FROM OPERATING ACTIVITIESAdjustments to Reconcile Net Loss to Net Cash Used In Operating Activities:Net Loss

$
(342,264
)

$
(560,271
)Accretion of Interest on Convertible Debt


-



86,036Common Stock Issued for Services


9,100



2,666Depreciation and Amortization


46,874



46,809Amortization of Deferred Costs


19,375



45,205Subtotal


(266,915
)


(379,555
)Changes in Assets and Liabilities, Net of AcquisitionDecrease in Prepaid Expenses and Other Assets


1,953



5,357Increase (Decrease) in Accounts Payable


(124,612
)


119,860Increase in Accrued Liabilities


81,216



98,298Net Cash Used for Operating Activities


(308,358
)


(156,040
)CASH FLOWS FROM INVESTING ACTIVITIESAcquisition of Property and Equipment


(1,296
)


-CASH FLOWS FROM FINANCING ACTIVITIESRedemption of Convertible Debt


(50,000
)


-Preferred Stock Subscribed


-



100,000Net Proceeds from Issuance of Series A Preferred Stock


1,055,851



-Net Cash Provided by Financing Activities


1,005,851



100,000INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS


696,197



(56,040
)CASH AND CASH EQUIVALENTSBeginning Balance


12,002



76,797Ending Balance

$
708,199


$
20,757SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES:Common Stock Issued in Acquisition of Intellectual Property and Other Liabilities

$
-


$
2,751,332Common Stock Issued in Cancellation of Shareholder Debt

$
-


$
2,147,187Preferred Stock Issued in Cancellation of Preferred Stock Subscription

$
250,000


$
-Preferred Stock Issued in Cancellation of Other Loans Payable

$
50,000


$
-Preferred Stock Issued in Cancellation of Accrued Liabilities

$
38,778


$
-
 
 See Notes to Consolidated Financial Statements.
  4
  SENSIVIDA MEDICAL TECHNOLOGIES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 MAY 31, 2010
  NOTE 1 – NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 Nature of the Business
 The consolidated financial statements include the accounts of SensiVida Medical Technologies, Inc. and its wholly-owned subsidiaries, Laser Diagnostic Instruments, Inc. (“Laser”), Photonics for Women’s Oncology, LLC (“Photonics”), Mediphotonics Development, LLC (“Mediphotonics”), and Bioscopix, Inc. (“Bioscopix”), (collectively the “Company”).   All significant intercompany transactions and balances have been eliminated in consolidation.  All wholly-owned subsidiaries are currently inactive.
 
 The Company had operated in one business segment encompassing in the design and development of medical diagnostic instruments that detect cancer in vivo in humans by using light to excite the molecules contained in tissue and measuring the differences in the resulting natural fluorescence between cancerous and normal tissue.  Effective March 3, 2009, with the merger of SensiVida Medical Systems, Inc. into the Company’s wholly-owned subsidiary BioScopix, Inc. The Company’s technology will primarily focus on the automation of analysis and data acquisition for allergy testing, glucose monitoring, blood coagulation testing, new tuberculosis testing, and cholesterol monitoring.
 
 The consolidated financial statements as of and for the three month periods ended May 31, 2010 and 2009 are unaudited and are presented pursuant to the rules and regulations of the Securities and Exchange Commission.  Certain financial information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the accompanying disclosures are adequate to make the information presented not misleading.  In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for fair
presentation have been included and have been prepared on a consistent basis using the accounting policies described in the Summary of Accounting Policies included in the Annual Report of Form 10-KSB for the fiscal year ended February 28, 2010.  The interim operating results for the three months ended May 31, 2010 may not necessarily be indicative of the operating results expected for the full year.
 
 Management’s Plan
 The Company is subject but not limited to a number of risks similar to those of other companies at this stage of development, including dependence on key individuals, the development of commercially usable products and processes, competition from substitute products or alternative processes, the impact of research and product development activity, competitors of the Company, many of whom have greater financial or other resources than those of the Company, the uncertainties related to technological improvements and advances, the ability to obtain adequate additional financing necessary to fund continuing operations and product development and the uncertainties of future profitability.  The Company expects
to incur substantial additional costs before beginning to generate income from product sales, including costs related to ongoing research and development activities, preclinical studies and regulatory compliance.  Substantial additional financing is needed by the Company.
 
 The Company has no revenues, incurred significant losses from operations, has an accumulated deficit and a highly leveraged position that raises substantial doubt about the Company’s ability to continue as a going concern.  The consolidated financial statements do not include any adjustments relating to recoverability and classification of recorded asset amounts or the amount and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.  The Company expects to incur substantial expenditures to further the development and commercialization of its products.  To achieve this, management will seek to enter into an agreement
with a consulting firm to be an advisor and explore options for the Company to commercialize its technology, will seek additional financing through private placements or other financing alternatives, and might also seek to sell the Company or its technology.  There can be no assurance that continued financings will be available to the Company or that, if available, the amounts will be sufficient or that the terms will be acceptable to the Company.
  5
 
 SENSIVIDA MEDICAL TECHNOLOGIES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 MAY 31, 2010
 
 NOTE 1 – NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)
 
 Use of Estimates
 The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.
 
 Equipment
 Equipment is stated at cost.  Depreciation is computed using the straight-line method over an estimated useful life of five years.  Depreciation expense was $65 and $-0- for the three months ended May 31, 2010 and 2009, respectively.
 
 Intellectual Property
 Intellectual property consists of technology with patents pending approval that was included in the acquisition of SensiVida Medical Systems, Inc. and is stated at cost.  Amortization is computed using the straight-line method over an estimated useful life of fifteen years.  Amortization expense was $46,809 and $46,809 for the three months ended May 31, 2010 and 2009, respectively.
 
 Income Taxes
 The Company accounts for income taxes under FASB ASC 740,Income Taxes, which requires an asset and liability approach to financial accounting and reporting for income taxes.  Deferred income tax assets and liabilities are computed annually for temporary differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.  Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be
realized.  Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities.
 
 Research and Development
 Research and development costs are charged to operations when incurred.  The amounts charged to expense were $79,843 and $109,064 for the three months ended May 31, 2010 and 2009, respectively.
 
 Loss per Common Share
 In accordance with FASB ASC 260, Earnings per Share, basic and diluted net loss per share is computed using net income or loss divided by the weighted average number of shares of common stock outstanding for the period presented.  Because the Company reported a net loss for the quarters ended May 31, 2010 and 2009, common stock equivalents consisting of options and warrants were anti-dilutive; therefore, the basic and diluted net loss per share were the same.
 
 Accounting for Stock-Based Compensation
 FASB ASC 718, Share-Based Payment requires measurement of all employee stock-based compensation awards using a fair value method and the recording of such expense in the consolidated financial statements.  In addition, this topic requires additional accounting related to the income tax effects and additional disclosure regarding the cash flow effects resulting from share-based payment arrangements.  There were no employee stock options issued during the three months ended May 31, 2010 and 2009.
 
 Concentration of Credit Risk Involving Cash
 The Company may have deposits with major financial institutions which exceed Federal Deposit Insurance limits during the year.
 
 Reclassifications
 The 2009 financial statements have been reclassified to conform to the 2010 financial statement presentation.
  6
 
 SENSIVIDA MEDICAL TECHNOLOGIES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 MAY 31, 2010
 
 NOTE 1 – NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)
 
 As of May 31, 2010, the Company has not adopted any recently issued accounting pronouncements.
 
 As of May 31, 2010, the FASB has issued Accounting Standards Update (ASU) through No. 2010-18.  None of the ASUs have had a material impact on the Company’s financial statements.
 
 NOTE 2 - RELATED PARTY TRANSACTIONS
 
 Legal services rendered by Mr. Peter Katevatis amounted to $-0- and $15,000 for the three months ended May 31, 2010 and 2009, respectively.  These amounts are recorded in general and administrative expense.  Effective November 2008, Mr. Katevatis’ legal service agreement was amended to $60,000 per year.  On February 3, 2010 Mr. Katevatis resigned from his legal service agreement.
 
 As part of Mr. Katevatis’ prior employment agreement, the Company paid property taxes and certain operating expenses on the home of Mr. Katevatis in lieu of rent, since the Company’s operations were located in Mr. Katevatis’ home through November 2008.  Expenses recognized were $-0- and $6,039 for the three months ended May 31, 2010 and 2009, respectively, and are recorded in general and administrative expense.  In December 2008, the Company leased an office in Henrietta, New York.
 
 See Note 7 for details regarding the Company’s consulting agreement with one of its principal stockholders and Note 4 for related party loans and accrued liabilities.
 
 NOTE 3 – DEFERRED CHARGES
 
 Expected future amortization of deferred charges is as follows:
 
 Years EndingFebruary 28, 2011

$
29,792
 
 NOTE 4 – ACCRUED LIABILITIES
 
 Accrued liabilities consist of the following:
 
 May 31, 2010


February 28, 2010Legal and professional fees

$
297,247


$
301,247Consulting and university fees


1,397,019



1,397,019Salaries and wages


378,250



346,500Accrued Interest


182,167



178,479Expense Reimbursements and Other


103,435



92,435Totals

$
2,358,118


$
2,315,680
 
 Accrued legal and professional fees include services rendered by Mr. Peter Katevatis.  The amount of the accrual was $65,000 and $65,000 as of May 31, 2010 and February 28, 2010, respectively (Note 2).
 
 Accrued consulting and university fees include costs owed to Dr. Robert R. Alfano, a principal stockholder and former chairman of the Company’s Scientific Advisory Board (Note 7), with respect to his prior consulting agreement, of $1,397,019 as of May 31, 2010 and February 28, 2010.
  7
 
 SENSIVIDA MEDICAL TECHNOLOGIES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 MAY 31, 2010
 
 NOTE 4 – ACCRUED LIABILITIES (CONT.)
 
 Accrued expense reimbursements of $92,235 were due to Dr. Alfano at May 31, 2010 and February 28, 2010.  The Company has accrued these costs in conjunction with Dr. Alfano’s prior consulting agreement.
 
 Accrued salaries and wages include amounts due to Frank D. Benick, Chief Financial Officer, of $19,500 and $29,000, as of May 31, 2010 and February 28, 2010, respectively.
 
 Accrued salaries and wages include amounts due to Kamal Sarbadhikari, former Chief Executive Officer, of $106,250 as of May 31, 2010 and February 28, 2010.
 
 Accrued salaries and wages include amounts due to Jose Mir, President and Chief Technical Officer of $162,500 and $131,250 as of May 31, 2010 and February 28, 2010, respectively.
 
 Accrued salaries and wages include amounts due to David R. Smith, Chairman of the Board, of $90,000 and $80,000 as of May 31, 2010 and February 28, 2010, respectively.
 
 Accrued interest includes interest accrued on convertible debt of $155,051 (see Note 5), accrued interest on the Series A preferred stock of $21,833 and accrued interest of $5,283 on other debt.
 
 NOTE 5 – CONVERTIBLE DEBT AND OTHER LOANS PAYABLE
 
 On January 10, 2007, the Company commenced a Private Placement Offering for $2,000,000 of 12% convertible promissory notes (“the Notes”) in amounts of not less than $25,000.  The Notes shall be due and payable, together with accrued and unpaid interest, on the earlier of April 15, 2008 for the first $1,000,000 tranche and April 15, 2009 for the second $1,000,000 tranche (of which $656,500 had been raised as of February 28, 2009) or three months after the completion of the initial public offering (“the IPO”) of the shares of BioScopix (now SensiVida Medical Technologies, Inc. as a result of the merger of BioScopix into Mediscience Technology Corp. and subsequent name changes of the
Company to BioScopix and then SensiVida Medical Technologies, Inc. (SensiVida), after the merger of BioScopix and SensiVida Medical Technologies, Inc. Holders of the Notes may convert the notes into (i) cash in the amount of the principal and accrued and unpaid interest due and a warrant exercisable until April 15, 2009 to purchase shares of BioScopix (now SensiVida) in an amount equal to 50% of the principal of the Notes at an exercise price of 120% of the five day volume weighted average preceding the effective date of the IPO of SensiVida or (ii) shares of SensiVida at a price equal to 50% of the IPO price of the SensiVida shares of common stock in an amount equal to the principal and accrued and unpaid interest due on the Notes.  In accordance with EITF 00-27 (codified in FASB ASC 470.2), under option (ii), the carrying value of the Notes was reduced by the intrinsic value
of the beneficial conversion option resulting in a carrying value of $-0-.  On January 29, 2008, the Notes were modified to provide for two additional options.  In addition to options (i) and (ii), holders of the notes may now also convert the notes into (iii) SensiVida stock with a six month lockup in the amount of principal and accrued interest and receive 50% warrant coverage at 75% of the SensiVida stock IPO price and (iv) combination of alternatives (ii) and (iii).  The additional options did not require an adjustment to the value of the Notes.
 
 As of May 31, 2009, the notes have been accreted to their maturity value.  Accretion of discount on convertible debt amounted to $-0- and $86,036 for the three months ended May 31, 2010 and 2009, respectively.
 
 Accrued interest payable on the notes as of May 31, 2010 and February 28, 2010 was $155,051 and $141,431, respectively.  Interest expense for the three months ended May 31, 2010 and 2009 was $42,466 and $50,514, respectively.
 
 Effective April 15, 2008, the first $1,000,000 tranche of the Notes were in default.  Under the terms of the Notes, in the event of default, the entire principal and unpaid accrued interest is immediately due and payable. The January 29, 2008 modification of the Notes provided two additional options of the Note holders as compensation for the delay of the IPO which was expected to take place prior to April 15, 2009.
  8
 
 SENSIVIDA MEDICAL TECHNOLOGIES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 MAY 31, 2010
 
 NOTE 5 – CONVERTIBLE DEBT AND OTHER LOANS PAYABLE (CONT.)
 
 Effective April 15, 2009, the second tranche of the Notes in the amount of $656,500 were in default.  Under the terms of the Notes, in the event of default, the entire principal and unpaid accrued interest is immediately due and payable.
 
 On July 31, 2009, certain note holders converted the note and accrued interest thru July 31, 2009 into common stock of the Company at the net price of $.35 per share which represents 50% of the opening market value of the stock on this date.   Principal of $1,205,000 and accrued interest of $249,325 were converted into 4,155,222 shares of the Company’s common stock.
 
 As of May 19, 2010, one convertible note holder demanded repayment of principal of $50,000 with a subsequent demand for accrued interest approximating $17,588.  As of June 1, 2010,both principal and interest had been satisfied.  The remaining notes are in default.
 
 Other Loans Payable
 On September 1, 2005, SensiVida Medical Systems, Inc. (SensiVida) issued a $50,000 convertible subordinated note to the order of Excell Partners, Inc. (Holder).  Principal and accrued interest was due and payable in one installment on September 1, 2008, the maturity date.   Interest was accruable at 2% per annum on the unpaid principal amount of the Note.  Upon any default of this Note, the Holder has the right to convert the Note to Common Stock of SensiVida.  The number of shares of Common Stock would be determined by dividing the outstanding principal and accrued interest to the date of conversion by the conversion price or fair market value paid in a most recent
Qualified Transaction by SensiVida.  The note was in default upon acquisition (by the Company) and was amended as of December 1, 2009.  Commencing January 1, 2010, interest will accrue on the balance at a rate of 8% compounded annually.  The Note has a maturity date of January 1, 2011.  If the entire unpaid balance of the note is not paid when due, then the amount unpaid shall bear interest at the current rate plus 1% and such rate shall increase by an additional one percent each year until the note is paid in full.  The amount drawn on the note at May 31, 2010 and February 28, 2010 was $49,828 and $49,828, respectively. Interest accrued on the note was $5,283 and $4,286 as of May 31, 2010 and February 28, 2010, respectively.
 
 On September 1, 2009, the Company borrowed $50,000 from a shareholder.  The loan called for interest at 12% per annum.  The principal and accrued interest was convertible into the company’s common stock at $.66 per share after six months at the discretion of the note holder.  Proceeds of the loan were to be used for the company’s patient allergy clinical trial and related clinical expenses.  As of May 31, 2010, $16,664 of the original loan remains in a restricted cash account for its intended use as approved by the lender.  In April 2010, the terms of the loan were modified to provide for an option to convert principal and accrued interest into Series A
Preferred stock which was completed on May 1, 2010.  Principal of $50,000 and accrued interest of $3,929 were converted to 53,929 shares of Series A Preferred stock.
 
 NOTE 6 - PREFERRED STOCK SUBSCRIBED
 
 Preferred Stock Subscribed
 During February 2009, a current shareholder advanced $150,000 plus an additional $100,000 received in March 2009 in exchange for 2,500 of Series A Preferred stock having a par value of $100 (the shares).  Each Series A Preferred share is convertible into 150 shares of common stock for a total of 375,000 shares of common stock together with warrants to purchase up to 50,000 shares of common stock with an exercise price of $1.00.  Because the Company did not have the required authorized Preferred Stock to execute this transaction, the Company has recorded the advances as a liability.
 
 On April 13, 2010, the Company and the preferred stock subscriber mutually agreed to revised terms on the prior $250,000 unissued preferred stock subscription agreement.  The new terms call for a “ratcheted” conversion to common stock, at a price of $0.35 from $0.66.  In addition, accrued interest of $34,849 as of May 1, 2010, on the $250,000 subscription, the subscription, plus a 10% premium of $28,485 on the principal and accrued interest all totaling $313,334, were available at the option of subscriber to roll over the total into the Company’s current Series A subscription agreement.  On May 1, 2010, principal of $250,000, interest of $34,849 plus the premium of
$28,485 were converted to 313,334 of Series A Preferred stock.
  9
 
 SENSIVIDA MEDICAL TECHNOLOGIES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 MAY 31, 2010
 
 NOTE 7 - INCOME TAXES
 
 There is no income tax benefit for the losses for the three months ended May 31, 2010 and 2009 because the Company has determined that the realization of the net deferred tax asset is not assured.  The company has created a valuation allowance for the entire amount of such.  There was no change in unrecognized tax benefits during the period ended May 31, 2010 and there was no accrual for uncertain tax positions as of May 31, 2010.
 
 NOTE 8 – COMMITMENTS AND CONTINGENCIES
 
 Dr. Robert R. Alfano
 The Company had a consulting agreement (the “Agreement”) through March 2007 with Dr. Robert R. Alfano, a principal stockholder of the Company and prior Chairman of its Scientific Advisory Board.  Pursuant to the terms of the Agreement, Dr. Alfano was paid a consulting fee of not less than $150,000 per annum in exchange for services to be rendered for approximately fifty days per annum in connection with the company’s medical photonics business.  The Agreement further provided that Dr. Alfano was to be paid a bonus and fringe benefits in accordance with policies and formulas provided to key executives of the Company.  The agreement expired on March 5,
2007.
 
 In October 2009, a civil action was entered against the Company by Dr. Robert Alfano, alleging that he is owed $1,487,053 in consulting fees and expenses.  The Company had accrued the consulting fees and expenses in conjunction with a consulting agreement (Note 4).  In addition, Dr. Alfano is contesting the termination of his anti-dilution rights and claims the Company owes him 132,000 shares of common stock (Note 9).  The Company does not believe the case has merit and has filed a Motion to Dismiss.  The Company intends to vigorously defend these claims.
 
 In connection with the acquisition of patent rights to its cancer detection technology, the Company assumed an obligation to pay to Dr. Alfano’s daughter a royalty of one percent of the gross sales derived from any equipment made, leased or sold which utilizes the concepts described in the Company’s cancer detection patent.  Since there has been no revenue, no amounts have been paid during the three months ended May 31, 2010 and 2009.
 
 Other Royalties
 The Company obtained worldwide licensing rights for patents from Yale University and has agreed to pay royalties based on net sales of all products generated from the patents and fifty percent of any income received from sublicensing of the patents.  The Company has not recorded any revenues since the inception of this agreement and therefore has not recorded or paid any royalties during the three months ended May 31, 2010 and 2009.
 
 Employment Agreements
 On November 15, 2005, the Company entered into a two year employment agreement with Frank D. Benick as Chief Financial Officer.  Mr. Benick will be paid a monthly salary of $3,000 per month for the first two months, then increasing to $4,000 per month for the remaining term of the agreement and received an option to purchase 30,000 shares of common stock at $10.00 per share.  This agreement has not been formally updated. Mr. Benick’s employment is continuing under the terms of the expired agreement.
 
 On November 5, 2008, the Company entered into a three (3) year employment contracts with Kamal Sarbadhikari as Chief Executive Officer and Jose Mir as Chief Technical Officer.  Mr. Sarbadhikari and Mr. Mir will each be paid a base salary of $150,000 per annum.  On November 2, 2009, Mr. Kamal Sarbadhikari resigned for health reasons effective December 31, 2009.  Jose Mir has been appointed interim President effective December 31, 2009.
 
 On November 10, 2008, the Company entered into a three (3) year employment contract with David R. Smith as Chairman of the Board.  Mr. Smith will be paid $60,000 per annum.
  10
 
 SENSIVIDA MEDICAL TECHNOLOGIES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 MAY 31, 2010
 
 NOTE 9 – STOCKHOLDERS’ EQUITY (DEFICIT)
 
 Reverse Stock Split
 The consolidated balance sheets, statements of changes in stockholders’ deficit, and related notes to consolidated financial statements have been adjusted to reflect a 10 for 1 reverse stock split that was effective May 18, 2009.
 
 Preferred Stock
 The Company was previously authorized to issue 5,000 shares of preferred stock, $.01 par value per share, which may be issued from time-to-time in one or more series, the terms of which may be designated by the Board of Directors without further action by stockholders.  Any preferred stock issued will have preferences with respect to dividends, liquidation and other rights, but will not have preemptive rights.
 
 On March 1, 2010, the Company amended its Certificate of Incorporation to provide for 10,000,000 shares of Series A convertible preferred stock and 1,000,000 shares of preferred stock with preferences and characteristics to be determined by the board of Directors.  See Note 10 - Amendment of Certificate of Incorporation.
 
 Series A Convertible Preferred Stock Offering
 During March 2010, the Company began an offering of a maximum of $10,000,000 of Series A Preferred stock at $1.00 per share.  The Series A Preferred stock is convertible into shares of the Company’s common stock, par value $.01 per share at $0.35 per share for a period of three years from the date of issuance and bears interest at 12% per annum, such interest to accrue and be paid in cash at the end of three years from the date of issuance of the Series A Preferred stock or in shares of common stock if the investor elects to convert the Series A Preferred stock.  The investor also will receive warrants to acquire shares of common stock in an amount equal to 50% of the number of shares of
common stock into which the Series A Preferred stock converts.  The exercise price of the warrant is at $1.00 per share.
 
 Common Stock
 On March 1, 2010, the Company amended its Certificate of Incorporation to provide for 89,000,000 shares of common stock, $.01 par value.
 
 Common Stock Issued for Services
 During March 2010, the Company issued 17,500 restricted shares of its common stock with a value of $9,100 to two consultants in exchange for professional services, as per their agreements.  The transactions were recognized based on the fair market value of the services rendered.
 
 Common Stock Issued in Acquisition of SensiVida Medical Systems, Inc.
 On March 3, 2009, the Company (formerly known as Mediscience Technology Corp.) and SensiVida Medical Systems, Inc. completed a merger of the two companies, with Mediscience changing its name to SensiVida Medical Technologies, Inc.  As consideration for the merger, the Company issued 3,333,333 shares of the Company’s common stock, valued at $2,751,332 to the three stockholders of SensiVida Medical Systems, Inc. as consideration for transaction.
 
 Common Stock Issued in Cancellation of Shareholder Debt
 In March 2009, the Company issued 1,172,510 shares of its common stock to Mr. Katevatis in settlement of all his accrued fees and salary to include termination of his employment agreement as Chief Executive Officer and Chairman, along with cancellation of his anti-dilution rights.
 
 Common Stock Subscribed
 In August 2009, the Company received $30,000 for 30,000 shares of the Company’s common stock.  As of May 31, 2010, the shares have not yet been issued.
 
 In December 2009, the Company received $110,800 for 221,600 shares of the company’s common stock.  As of May 31, 2010, the shares have not yet been issued.
  11
 
 SENSIVIDA MEDICAL TECHNOLOGIES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 MAY 31, 2010
 
 NOTE 9 – STOCKHOLDERS’ EQUITY (CONT.)
 
 2003 Consultants Stock Plan
 The Board of Directors previously adopted, subject to stockholder approval, a 2003 Consultants Stock Plan (“Consultants Plan”).  The Consultants Plan was subsequently approved by the stockholders on February 17, 2004.  The aggregate number of shares that may be issued under the options shall not exceed 700,000.  No options were issued prior to stockholder approval and no options were outstanding under this plan as of May 31, 2010 and 2009.
 
 1999 Incentive Stock Option Plan
 The Board of Directors previously adopted, subject to stockholder approval, a 1999 Incentive Stock Option Plan (the “Plan”) for officers and employees of the Company.  The stockholders subsequently approved the Plan on February 17, 2004.  Accordingly awards issued under the Plan prior to February 17, 2004 were deemed not to be granted until that date.  The aggregate number of shares that may be issued under the options shall not exceed 300,000.
 
 Stock Options
 Activity related to stock options during the three months ended May 31, 2010 is as follows:
  Exercise


WeightedPrice


Avg. ExerciseShares


Range


PriceOutstanding, February 28, 2010


30,000


$
10.00


$
10.00Granted


-Exercised


-Forfeited


-Outstanding, May 31, 2010


30,000


$
10.00


$
10.00
 
 Stock Warrants
 Stock warrant activity during the three months ended May 31, 2010 was as follows:
 
 Exercise


WeightedShares


Price


Avg. ExerciseOutstanding


Range


PriceOutstanding, February 28, 2010


595,733



$.60 - 30.00


$
6.32Granted


2,327,825



1.00Exercised


-



-Forfeited


-



-Outstanding and Exercisable, May 31, 2010


2,923,558



$.60 - $30.00


$
2.08
 
 Weighted average remaining life of warrants approximates 2.79 years at May 31, 2010.
 
 Anti-Dilution Rights
 The Company and Dr. Robert Alfano had an anti-dilution rights agreement which provided that Dr. Alfano’s ownership interest would at all times represent 4% of the issued and outstanding shares of the Company.  The anti-dilution rights were exercisable at Dr. Alfano’s sole discretion.  As of February 28, 2007, the Company was obligated to issue an additional 1,400 shares to Dr. Alfano in connection with the anti-dilution rights.   As a result of the completion of Dr. Alfano’s consulting agreement as of March 5, 2007, the anti-dilution rights terminated.  Subsequent to March 5, 2007, Dr. Alfano was issued 6,400 shares of the Company’s common stock
in connection with the anti-dilution rights of which 5,000 shares were issued in error.  The Company has placed a stop order and requested the 5,000 shares be returned by Dr. Alfano for cancellation.  Dr. Alfano’s anti-dilution rights are currently in the process of litigation along with amounts owed to him for consulting and related expenses.
  12
 
 SENSIVIDA MEDICAL TECHNOLOGIES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 MAY 31, 2010
 
 NOTE 10 – AMENDMENT OF CERTIFICATE OF INCORPORATION
 
 On March 1, 2010, the Board of Directors approved and on March 1, 2010, the holders of a majority of the voting capital stock approved an amendment to restate the Certificate of Incorporation to provide for the increase in the total number of authorized shares of the Company’s common and preferred stock.
 
 The aggregate number of shares which the Company shall have authority to issue is 100,000,000, 89,000,000 of which shall be common stock, $.01 par value per share and 11,000,000 of which shall be preferred stock, $.01 par value per share.  10,000,000 shares of preferred stock are designated Series A, convertible preferred stock and 1,000,000 shares of preferred stock shall have all preferences and characteristics to be determined by the Company’s Board of Directors on a case-by-case basis, prior to issuance.
 
 The Series A Preferred stock shall have the following relative rights, preferences and limitations:
 
 a).       The Series A Preferred stock shall bear interest at 12% per annum, such interest to accrue and be paid in cash at the end of three years from the date of issuance of the Series A Preferred stock or in shares of common stock if the holder of the Series A Preferred stock elects to convert the Series A Preferred stock.
 
 b).       The holders of the Series A Preferred stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available therefore, dividends, whether in cash or stock, in preference to the holders of common stock.
 
 c).       The holders of the Series A Preferred stock shall be entitled to a preference over holders of common stock with regard to distribution of assets in the event of any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary.
 
 d).       The shares of Series A Preferred stock shall not entitle the holder thereof to have any right to vote or to receive any notice of any meeting of the holders of the Company’s stock or to exercise any voting power.
 
 e).       The Series A Preferred stock  may, at any time for a period of three years from the date of its issuance, at the option of the holders thereof, be converted into common stock at a price of $0.35 per share (as adjusted for subsequent stock dividends, stock splits, combinations, recapitalizations or the like).
  13
  Item 2.   Managements Discussion and Analysis of Financial Condition and Results of Operation
 
 Results of Operations
 
 Three Months Ending May 31, 2010 Compared to
 Three Months Ending May 31, 2009
 
 Revenues
 
 We had no revenues during the three months ending May 31, 2010 and May 31, 2009.  Previously, our primary focus was our continued development of our light-based technology.  Effective March 3, 2009, with the merger of SensiVida Medical Systems, Inc. into the Company’s wholly-owned subsidiary BioScopix, Inc., the Company’s technology has focused on the automation of analysis and data acquisition for allergy testing, glucose monitoring, blood coagulation testing, tuberculosis testing, and cholesterol monitoring.
 
 General and Administrative Expense
 
 General and administrative expenses decreased approximately $138,000, or 39%, during the current three month period ended May 31, 2010 as compared to the three month period ended May 31, 2009.  The decrease was the net of increases and decreases in major expense components.  Salaries, wages and related expenses approximating $66,000 decreased approximately $40,000 over the prior year period, as a result of the resignation of the former CEO, Kamal Sarbadhikari effective December 31, 2009.  In addition, professional fees decreased approximately $96,000 during the current period.  In the prior year three month period there was increased professional activities associated with
the merger of the Company and SensiVida Medical Systems, Inc. on March 3, 2009 and related matters. In October 2009, a civil action was entered against the company by Dr. Robert Alfano.  The litigation centers around payment for accrued consulting fees and expenses totaling approximately $1,490,000.  In addition, Dr. Alfano is contesting the termination of his anti-dilution rights and the transfer of his former Mediscience Technology Corp. stock into SensiVida Medical Technologies, Inc. stock.  The Company does not believe the case has merit and has filed a Motion to Dismiss.  The Company intends to vigorously contest these claims.  Also, adding to the decrease in general and administrative expense was approximately $2,000 in all other general and administrative expenses.
 
 Product Development Expense
 
 Product development expense decreased approximately $29,000, or 27%, during the current three month period ended May 31, 2010 when compared to the prior three month period ended May 31, 2009.  The decrease is net of an increase of approximately $9,000 in costs for allergy research being conducted in Rochester, NY, by the Company and its consultants, less a decrease of approximately $38,000 of deferred charges amortized during the current quarter ended.
 
 Cancellation of Indebtedness
 
 The Company in the prior year had written off certain accrued outside consulting fees totaling $43,597 that had been outstanding for a number of years due to lack of completion of the engagement by the consultant.
 
 Liquidity and Capital Resources
 
 We had a deficiency in working capital as of May 31, 2010 of approximately $2,237,000 compared to a deficiency of approximately $3,365,000 at February 28, 2010 representing a decrease in the deficiency of approximately $1,128,000 for the current three month period ended May 31, 2010.  The decrease in the deficiency consisted of an increase of approximately $696,000 in cash and a decrease of approximately $432,000 in current liabilities.   The principal reason for the increase in cash is during March 2010, the Company began an offering of a maximum of $10,000,000 of Series A Preferred stock at $1.00 per share.  The Series A Preferred stock is convertible into shares of the
Company’s common stock, par value $.01 per share at $0.35 per share for a period of three years from the date of issuance and bears interest at 12% per annum, such interest to accrue and be paid in cash at the end of three years from the date of issuance of the Series A Preferred stock or in shares of common stock if the investor elects to convert the Series A Preferred stock.  The investor also will receive warrants to acquire shares of common stock in an amount equal to 50% of the number of shares of common stock into which the Series A Preferred stock converts.  The exercise price of the warrant is $1.00 per share.  Series A Preferred stock subscriptions to date have exceeded approximately $1,394,000, net of expenses approximating $201,000.  The principal reason for a decline in current liabilities of approximately $432,000 was the result
of the payment of trade payables approximating $125,000, the redemption of a convertible noteholder of $50,000 and conversion of a prior preferred stock subscription of $250,000 and related loan of $50,000 plus accrued interest of approximately $39,000 during the quarter ended May 31, 2010.  This decrease was partially offset by an increase of approximately $82,000 of accrued liabilities for salaries and wages, interest and other liabilities.
  14
 
 Our ability to continue our operations is largely dependent upon obtaining regulatory approval for the commercialization of our diagnostic technology for allergy testing, glucose monitoring, blood coagulation testing, tuberculosis testing and cholesterol monitoring.  There can be no assurance as to whether or when the various requisite government approvals will be obtained or the terms or scope of these approvals, if granted.  We intend to defray the costs of obtaining regulatory approval for the commercialization of such technology by the establishment of clinical trial arrangements with medical institutions.  We intend to continue to pursue the establishment of co-promotional
arrangements for the marketing, distribution and commercial exploitation of our technology.  Such arrangements, if established, may include up-front payments, sharing of sales revenues after deduction of certain expenses, and/or product development funding.  Our management anticipates that substantial resources will be committed to a continuation of our research and development efforts and to finance government regulatory applications.  While management believes that we will obtain sufficient funds to satisfy our liquidity and capital resources needs for the short term from the private placement of our securities and short term borrowings, no assurances can be given that additional funding or capital from other sources, such as co-promotion arrangements, will be obtained on a satisfactory basis, if at all.  In the absence of the availability of
financing on a timely basis, we may be forced to materially curtail or cease our operations.  Our operating and capital requirements, as described above, may change depending upon several factors, including: (i) results of research and development activities; (ii) competitive and technological developments; (iii) the timing and cost of obtaining required regulatory approvals for our products; (iv) the amount of resources which we devote to clinical evaluation and the establishment of marketing and sales capabilities; and (v) our success in entering into, and cash flows derived from, co-promotion arrangements.
 
 Off-Balance Sheet Arrangements
 
 We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
 
 Recent Accounting Pronouncement
 
 Reference is made to the summary or significant accounting policies included in the consolidated financial statements for a discussion and analysis of recently issued accounting pronouncements and their impact on the Company.
 Critical Accounting Policies
 
 The preparation of financial statements requires management to make estimates and assumptions that affect amounts reported herein.  The most significant of these involve the use of estimates.  In each situation, management is required to make estimates about the effects of matters or future events that are inherently uncertain.
 
 The financial statements are prepared in conformity with accounting principles generally accepted in the United States of America, and, as such, include amounts based on informed estimates and judgments of management, such as:
 
 Ø
Determining accruals and contingencies;
 Ø
Valuing options and other equity instruments;
 Ø
Reviewing the realization/recoverability of deferred costs resulting from the issuance of common stock to acquire certain consulting services to be rendered in future periods.
 Ø
Deferred tax valuation allowance.
 Ø
Measurement of effects on business combinations.
 
 The Company used what it believes are reasonable assumptions where applicable, established valuation techniques in making its estimates.  Actual results could differ from those estimates.
  15
 
 Item 3.
Quantitative and Qualitative Disclosures About Market Risk
 
 Not Applicable
 
 Item 4T.
Controls and Procedures
 
 Evaluation of Disclosure Controls and Procedures
 
 Our President and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of May 31, 2010, the end of the period covered by this report.  Based on that evaluation, the President and Chief Financial Officer concluded that our disclosure controls and procedures as of May 31, 2010, the end of the period covered by this report are not effective due to the existence of material weaknesses in our internal control over financial reporting, discussed below.
 
 Management's Report on Internal Control Over Financial Reporting
 
 Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company.  Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
 
 Our system of internal control over financial reporting includes those policies and procedures that: pertain to the maintenance of records that, in reasonable detail,
 
 i.   We do not have an independent board of directors or audit committee to oversee our internal control over financial reporting.
 
 ii.  We have a limited number of personnel and as a result, there is limited segregation of duties amongst the Company's employees with respect to preparation and review of the Company's financial statements.
 
 iii. We have limited ability to account for complex equity transactions, such that our controls relating to disclosure and related assertions in the financial statements in the area of non-routine transactions were not adequate.
 
 iv. We have informal policies and procedures and we lack a formal budgeting process.
 
 These material weaknesses may affect management's ability to effectively review and analyze elements of the financial statement closing process and prepare financial statements in accordance with generally accepted accounting principles.
 
 Changes in Internal Control Over Financial Reporting
 
 During the last fiscal quarter, there was no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
  16
  PART II - OTHER INFORMATION
 
 Item 1.
Legal Proceedings
 
 In October 2009, a civil action was entered against the Company by Dr. Robert Alfano, alleging that he is owed approximately $1,490,000 in consulting fees and expenses.  The Company had accrued the consulting fees in conjunction with a consulting agreement.  In addition, Dr. Alfano is contesting the termination of his anti-dilution rights and claims the Company owes him 132,000 shares of common stock.  The Company does not believe the case has merit and has filed a motion to dismiss.  The Company intends to vigorously contest these claims.
 
 Item 1A.
Risk Factors
 
 Not Applicable
 
 Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
 
 Series A Convertible Preferred Stock Offering
 During March 2010, the Company began an offering of a maximum of $10,000,000 of Series A Preferred stock at $1.00 per share.  The  Series A Preferred stock is convertible into shares of the Company’s common stock, par value $.01 per share at $0.35 per share for a period of three years from the date of issuance and bears interest at 12% per annum, such interest to accrue and be paid in cash at the end of three years from the date of issuance of the Series A Preferred stock or in shares of common stock if the investor elects to convert the Series A Preferred stock.  The investor will also receive warrants to acquire shares of common stock in an amount equal to 50% of the number
of shares of common stock into which the Series A Preferred stock converts.  The exercise price of the warrant is $1.00 per share.  Proceeds from the offering will assist the Company in its current business plan.
 
 Common Stock Issued for Services
 During March 2010, the Company issued 17,500 restricted shares of its common stock with a value of $9,100 to two consultants in exchange for professional services, as per their agreements.  The transactions were recognized based on the fair market value of the services rendered.
 
 Item 3.
Defaults Upon Senior Securities
 
 Effective April 15, 2008, the first $1,000,000 tranche of the Company’s 12% convertible promissory notes (the “Notes”) were in default.  Under the terms of the Notes, in the event of default, the entire principal and unpaid accrued interest is immediately due and payable.  The January 29, 2008 modification of the Notes provided two additional options to the Note holders as compensation for the delay of the secondary offering which is expected to take place prior to April 15, 2009.  As of July 15, 2009, there have been no demands for repayment by the Note holders.
 
 Effective April 15, 2009, the second tranche of the Notes in the amount of $656,500 were also in default.  Under the terms of the Notes, in the event of default, the entire principal and unpaid accrued interest is immediately due and payable.  As of May 19, 2010, one convertible note holder demanded repayment of principal of $50,000 with a subsequent demand for accrual interest approximating $17,588.  As of June 1, 2010, both principal and interest had been satisfied.  The remaining notes are in default.
 
 Item 4.
Submission of Matters to a Vote of Security Holders
 
 Amendment of Certificate of Incorporation
 On March 1, 2010, the Board of Directors approved and on March 1, 2010, the holders of a majority of the voting capital stock approved an amendment to restate the Certificate of Incorporation to provide for the increase in the total number of authorized shares of the Company’s common and preferred stock.
  17
  Item 5.
Other Information
 
 Not Applicable
 
 Item 6.
Exhibits
 
 31.1
Certification of the President required by Rule 13a-14(a) or Rule 15d-14(a)
 
 31.2
Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a)
 
 32
Certification of the President and Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350
  18
  SIGNATURES
 
 Pursuant to the requirements of 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.
 
 SENSIVIDA MEDICAL TECHNOLOGIES, INC.(Registrant)February 22, 2011
/s/ Jose MirJose MirPresidentFebruary 22, 2011
/s/ Frank D. BenickFrank D. Benick, CPAChief Financial OfficerPrincipal Financial and Accounting Officer
  19