UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.   20549





FORM
10-Q/A


Amendment
No. 2





(Mark
One)





x           QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES ACT OF
1934





For the
quarterly period ended November 30, 2009


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 organization





77
      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   ̈      No
x





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
November 30, 2009, there were outstanding 15,865,612 shares of the registrant’s
common stock, $.01 par value.





Explanatory
Note





On
January 19, 2010, SensiVida Medical Technologies,
Inc., a New Jersey corporation (“SensiVida” or the "Company") filed its
quarterly report on Form 10-Q. This Amendment No. 2 to the Form 10-Q for the
quarter ended November 30, 2009, hereby amends and restates the prior Form 10-Q
with certain modifications as a result of comments by the SEC. There are no
changes to the financial statements or the Company's financial results for the
quarter ended November 30, 2009, other than the addition of Note
12.




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.


Item
1. Financial Statements.





SENSIVIDA MEDICAL
TECHNOLOGIES, INC. AND SUBSIDIARIES


CONSOLIDATED FINANCIAL
STATEMENTS


NOVEMBER 30,
2009





INDEX


PAGEPART
      1.
                        Financial
      InformationItem
      1.
                        Financial
      StatementsConsolidated
      Balance Sheet as of November 30, 2009(Unaudited)
      and February 28, 2009 (Audited)
                        
                        3Consolidated
      Statement of Operations for the Nine and Three Months Ended November 30,
      2009 (Unaudited) and November 30, 2008 (Unaudited)
                        
                        4Consolidated
      Statement of Changes in Stockholders’Deficit for the Nine Months Ended
      November 30, 2009 (Unaudited)
                        
                        5Consolidated
      Statement of Cash Flows for the Nine Months Ended November 30, 2009
      (Unaudited) and November 30, 2008 (Unaudited)
                        
                        6Notes
      to Consolidated Financial Statements
                        
                        7-19Item
      2.
                        Management’s
      Discussion and Analysis
                        
                        20-21Item
      3.
                        Quantitative
      and Qualitative Disclosures About Market Risk
                        
                        22Item
      4T.
                        Controls
      and Procedures
                        
                        22PART
      11.
                        Other
      Information
                        
                        23Item
      1.
                        Legal
      Proceedings
                        
                        23Item
      1A.
                        Risk
      Factors
                        
                        23Item
      2.
                        Unregistered
      Sales of Equity Securities and Use of Proceeds
                        
                        23Item
      3.
                        Defaults
      Upon Senior Securities
                        
                        23Item
      4.
                        Submission
      of Matters to a Vote of Security Holders
                        
                        23Item
      5.
                        Other
      Information
                        
                        23Item
      6.
                        Exhibits
                        
                        24Signatures
                        
                        25Exhibit
      Index
                        
                        26Exhibits


2





SENSIVIDA MEDICAL
TECHNOLOGIES, INC. AND SUBSIDIARIES


CONSOLIDATED BALANCE
SHEET




November
      30,
                      
                      
                      February
      29,2009 (Unaudited)
                      
                      
                      2008 (Audited)ASSETSCURRENT ASSETSCash
      and Cash Equivalents
                      
                      $
                      42,427
                      
                      
                      $
                      76,797Prepaid
      Expenses and Other Current Assets
                      
                      
                      1,190
                      
                      
                      
                      17,262Total
      Current Assets
                      
                      
                      43,617
                      
                      
                      
                      94,059PROPERTY
      PLANT AND EQUIPMENTNet
      of Accumulated Depreciation
                      
                      
                      -
                      
                      
                      
                      -OTHER
      ASSETSIntellectual
      Property - Net of Accumulated Amortization of $140,428 and
      $-0-
                      
                      
                      2,668,136
                      
                      
                      
                      -Security
      Deposit
                      
                      
                      2,800
                      
                      
                      
                      2,800Deferred
      Costs
                      
                      
                      29,375
                      
                      
                      
                      130,547TOTAL
      ASSETS
                      
                      $
                      2,743,928
                      
                      
                      $
                      227,406LIABILITIES
      AND STOCKHOLDERS' DEFICITCURRENT
      LIABILITIESConvertible
      Debt, Net of Discount of $-0- and $86,036
                      
                      $
                      451,500
                      
                      
                      $
                      1,570,464Accounts
      Payable
                      
                      
                      273,181
                      
                      
                      
                      73,895Note
      Payable
                      
                      
                      49,828
                      
                      
                      
                      -Officer
      Loan
                      
                      
                      5,524
                      
                      
                      
                      -Loan
      Payable
                      
                      
                      50,000
                      
                      
                      
                      -Accrued
      Liabilities
                      
                      
                      2,183,316
                      
                      
                      
                      4,140,431Preferred
      Stock Subscribed
                      
                      
                      250,000
                      
                      
                      
                      150,000Total
      Current Liabilities
                      
                      
                      3,263,349
                      
                      
                      
                      5,934,790STOCKHOLDERS'
      DEFICITConvertible
      Preferred Stock, $.01 Par Value, 5,000 Shares Authorized; Issued and
      Outstanding -0- Shares November 30, 2009; -0- Shares February 28,
      2009
                      
                      
                      -
                      
                      
                      
                      -Common
      Stock $.01Par Value, Authorized 19,995,000 Shares; Issued and Outstanding
      Shares - 15,865,612 Shares November 30, 2009; 7,123,241 Shares - February
      28, 2009
                      
                      
                      158,655
                      
                      
                      
                      71,232Common
      Stock Subscribed
                      
                      
                      90,800
                      
                      
                      
                      -Additonal
      Paid-in Capital
                      
                      
                      34,107,103
                      
                      
                      
                      27,784,596Accumulated
      Deficit
                      
                      
                      (34,875,979
                      )
                      
                      
                      (33,563,212
                      )Total
      Stockholders' Deficit
                      
                      
                      (519,421
                      )
                      
                      
                      (5,707,384
                      )TOTAL
      LIABILITIES & STOCKHOLDERS' DEFICIT
                      
                      $
                      2,743,928
                      
                      
                      $
                      227,406





See Notes
to Consolidated Financial Statements.


3





SENSIVIDA MEDICAL
TECHNOLOGIES, INC. AND SUBSIDIARIES


CONSOLIDATED STATEMENT OF
OPERATIONS


FOR THE NINE AND THREE
MONTHS ENDED NOVEMBER 30, 2009 AND 2008


(UNAUDITED)


NINE
      MONTHS
                  
                  
                  THREE
      MONTHS2009
                  
                  
                  2008
                  
                  
                  2009
                  
                  
                  2008Net
      Sales
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Cost
      of Sales
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Gross
      Profit
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -General
      and Administrative Expense
                  
                  
                  896,916
                  
                  
                  
                  870,700
                  
                  
                  
                  248,969
                  
                  
                  
                  434,249Product
      Development Expense
                  
                  
                  248,437
                  
                  
                  
                  136,999
                  
                  
                  
                  36,023
                  
                  
                  
                  47,242Total
      Expenses
                  
                  
                  1,145,353
                  
                  
                  
                  1,007,699
                  
                  
                  
                  284,992
                  
                  
                  
                  481,491Interest
      Income
                  
                  
                  74
                  
                  
                  
                  4,203
                  
                  
                  
                  18
                  
                  
                  
                  951Cancellation
      of Indebtedness
                  
                  
                  43,597
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Interest
      Expense
                  
                  
                  (125,049
                  )
                  
                  
                  (141,058
                  )
                  
                  
                  (24,769
                  )
                  
                  
                  (50,573
                  )Accretion
      of Interest on Convertible Debt
                  
                  
                  (86,036
                  )
                  
                  
                  (553,105
                  )
                  
                  
                  -
                  
                  
                  
                  (170,199
                  )Total
      Other Expense
                  
                  
                  (167,414
                  )
                  
                  
                  (689,960
                  )
                  
                  
                  (24,751
                  )
                  
                  
                  (219,821
                  )Net
      Loss
                  
                  $
                  (1,312,767
                  )
                  
                  $
                  (1,697,659
                  )
                  
                  $
                  (309,743
                  )
                  
                  $
                  (701,312
                  )Basic
      and Diluted Loss Per Common Share
                  
                  $
                  (0.101
                  )
                  
                  $
                  (0.251
                  )
                  
                  $
                  (0.020
                  )
                  
                  $
                  (0.103
                  )Weighted
      Average Common Shares Outstanding
                  
                  
                  13,356,671
                  
                  
                  
                  6,762,388
                  
                  
                  
                  15,854,733
                  
                  
                  
                  6,837,786





See Notes
to Consolidated Financial Statements.


4


SENSIVIDA MEDICAL
TECHNOLOGIES, INC. AND SUBSIDIARIES


CONSOLIDATED STATEMENT OF
CHANGES IN STOCKHOLDERS’ DEFICIT


FOR THE NINE MONTHS ENDED
NOVEMBER 30, 2009


(UNAUDITED)





CommonPreferred
      Stock
                            
                            
                            Common
      Stock
                            
                            
                            Additional
      Paid-
                            
                            
                            Stock
                            
                            
                            AccumulatedShares
                            
                            
                            Amount
                            
                            
                            Shares
                            
                            
                            Amount
                            
                            
                            In
      Capital
                            
                            
                            Subscribed
                            
                            
                            DeficitBALANCE,
      FEBRUARY 28, 2009
                            
                            
                            -
                            
                            
                            $
                            -
                            
                            
                            
                            7,123,241
                            
                            
                            $
                            71,232
                            
                            
                            $
                            27,784,596
                            
                            
                            $
                            -
                            
                            
                            $
                            (33,563,212
                            )Common
      Stock Issued for Services
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            31,333
                            
                            
                            
                            313
                            
                            
                            
                            19,273
                            
                            
                            
                            -
                            
                            
                            
                            -Common
      Stock Issued in Acquisition of SensiVida Medical Systems,
    Inc.
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            3,333,333
                            
                            
                            
                            33,333
                            
                            
                            
                            2,717,999
                            
                            
                            
                            -
                            
                            
                            
                            -Common
      Stock Issued in Cancellation of Shareholder Debt
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            1,172,510
                            
                            
                            
                            11,725
                            
                            
                            
                            2,135,462
                            
                            
                            
                            -
                            
                            
                            
                            -Receipt
      of Cash for Common Stock Subscribed
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            90,800
                            
                            
                            
                            -Cancellation
      of Fractional Shares as a Result of Reverse Stock Split
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (27
                            )
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -Common
      Stock Issued for Future Services
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            50,000
                            
                            
                            
                            500
                            
                            
                            
                            37,000
                            
                            
                            
                            -
                            
                            
                            
                            -Common
      Stock Issued in Conversion of Debt and Accrued Interest
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            4,155,222
                            
                            
                            
                            41,552
                            
                            
                            
                            1,412,773
                            
                            
                            
                            -
                            
                            
                            
                            -Net
      Loss
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (1,312,767
                            )BALANCE,
      NOVEMBER 30, 2009
                            
                            
                            -
                            
                            
                            $
                            -
                            
                            
                            
                            15,865,612
                            
                            
                            $
                            158,655
                            
                            
                            $
                            34,107,103
                            
                            
                            $
                            90,800
                            
                            
                            $
                            (34,875,979
                            )


See Notes
to Consolidated Financial Statements.


5





SENSIVIDA MEDICAL
TECHNOLOGIES, INC.


CONSOLIDATED STATEMENT OF
CASH FLOWS


FOR THE NINE MONTHS ENDED
NOVEMBER 30, 2009 AND 2008


(UNAUDITED)





2009
                  
                  
                  2008CASH
      FLOWS FROM OPERATING ACTIVITIESAdjustments
      to Reconcile Net Loss to Net Cash Used In Operating
      Activities:Net
      Loss
                  
                  $
                  (1,312,767
                  )
                  
                  $
                  (1,697,659
                  )Accretion
      of Interest on Convertible Debt
                  
                  
                  86,036
                  
                  
                  
                  553,105Common
      Stock Issued for Services
                  
                  
                  19,586
                  
                  
                  
                  220,256Depreciation
      and Amortization
                  
                  
                  140,428
                  
                  
                  
                  345Amortization
      of Deferred Costs
                  
                  
                  138,672
                  
                  
                  
                  140,937Subtotal
                  
                  
                  (928,045
                  )
                  
                  
                  (783,016
                  )Changes
      in Assets and Liabilities, Net of AcquisitionDecrease
      in Prepaid Expense and Other Current Assets
                  
                  
                  16,072
                  
                  
                  
                  37,209(Decrease)
      Increase in Accounts Payable
                  
                  
                  199,286
                  
                  
                  
                  (56,581
                  )Increase
      in Accrued Liabilities
                  
                  
                  437,517
                  
                  
                  
                  253,812Net
      Cash Used in Operating Activities
                  
                  
                  (275,170
                  )
                  
                  
                  (548,576
                  )CASH
      FLOWS FROM INVESTING ACTIVITIES
                  
                  
                  -
                  
                  
                  
                  -CASH
      FLOWS FROM FINANCING ACTIVITIESIncrease
      in Loan Payable
                  
                  
                  50,000
                  
                  
                  
                  -Preferred
      Stock Subscribed
                  
                  
                  100,000
                  
                  
                  
                  -Common
      Stock Subscribed
                  
                  
                  90,800
                  
                  
                  
                  -Proceeds
      from Issuance of Convertible Debt
                  
                  
                  -
                  
                  
                  
                  538,500Net
      Cash Provided by Financing Activities
                  
                  
                  240,800
                  
                  
                  
                  538,500DECREASE
      IN CASH AND CASH EQUIVALENTS
                  
                  
                  (34,370
                  )
                  
                  
                  (10,076
                  )CASH
      AND CASH EQUIVALENTSBeginning
      Balance
                  
                  
                  76,797
                  
                  
                  
                  123,582Ending
      Balance
                  
                  $
                  42,427
                  
                  
                  $
                  113,506SUPPLEMENTAL
      SCHEDULE OF NON-CASH FINANCING ACTIVITIES:Common
      Stock Issued in Acquisition of Intellectual Property and Other
      Liabilities
                  
                  $
                  2,751,332
                  
                  
                  $
                  -Discount
      on Debt Due to Beneficial Conversion Option
                  
                  $
                  -
                  
                  
                  $
                  538,500Common
      Stock Issued in Cancellation of Shareholder Debt
                  
                  $
                  2,147,187
                  
                  
                  $
                  -Common
      Stock Issued in Conversion of Debt and Accrued Interest
                  
                  $
                  1,454,325
                  
                  
                  $
                  -Common
      Stock Issued for Future Services
                  
                  $
                  37,500
                  
                  
                  $
                  -Common
      Stock Issued for Anti-Dilution Rights
                  
                  $
                  -
                  
                  
                  $
                  5,349


See Notes
to Consolidated Financial Statements.


6


SENSIVIDA MEDICAL
TECHNOLOGIES, INC. AND SUBSIDIARIES


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS


NOVEMBER 30,
2009





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. f/k/a Mediscience Technology Corp. (“SensiVida”) and its
wholly-owned subsidiaries, Laser Diagnostic Instruments, Inc. (“Laser”),
Photonics for Women’s Oncology, LLC (“Photonics”) and 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 has operated in one business segment and continues to be engaged 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. (Note 10), the Company’s technology will also 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 and nine month periods
ended November 30, 2009 and 2008 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 years ended February 28,
2009.  The interim operating results for the nine months ended
November 30, 2009 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.


7


SENSIVIDA MEDICAL
TECHNOLOGIES, INC. AND SUBSIDIARIES


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS


NOVEMBER 30,
2009





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 $-0- and $345 for the nine months ended November 30, 2009 and 2008,
respectively.





Intellectual
Property


Intellectual
Property is stated at cost.  Amortization is computed using the
straight-line method over an estimated useful life of fifteen
years.  Amortization expense was $140,428 and $0 for the nine months
ended November 30, 2009 and 2008, respectively.





Income
Taxes


The
Company accounts for income taxes under Statement of Financial Accounting
Standards (“SFAS”) No. 109, Accounting for 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 $248,437 and $136,999 for the nine months ended
November 30, 2009 and 2008, respectively.





Loss per Common
Share


In
accordance with FASB ASC 260 (formerly SFAS No. 128), Earnings per Share, basic and
diluted net income or loss per share was 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
nine months ended November 30, 2009 and 2008, 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


In
December 2004, the FASB issued FASB ASC 718 (formerly SFAS 123R), Share-Based
Payment.  This statement 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,
the adoption of FASB ASC 718 (formerly SFAS 123R), 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
nine months ended November 30, 2009 and 2008.





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
February 28, 2009 financial statements have been reclassified to conform to the
2010 financial statement presentation.


8


SENSIVIDA MEDICAL
TECHNOLOGIES, INC. AND SUBSIDIARIES


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS


NOVEMBER 30,
2009





NOTE
1 – NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONT.)





RECENTLY
ADOPTED ACCOUNTING PRONOUNCEMENTS





In June
2009, the FASB issued Accounting Standards Update No. 2009-01, The FASB Accounting Standards
Codification, which establishes the Codification as the source of
authoritative GAAP recognized by the FASB to be applied by nongovernmental
entities.  This standard is effective for financial statements issued
for interim and annual periods ending after September 15, 2009.  The
adoption of this standard changes the referencing of financial
standards.





FASB ASC
820-10 establishes a framework for measuring fair value and expands disclosures
about fair value measurements.  The changes to current practice
resulting from the application of this standard relate to the definition of fair
value, the methods used to measure fair value, and the expanded disclosures
about fair value measurements.  This standard is effective for fiscal
years beginning after November 15, 2007; however, it provides a one-year
deferral of the effective date for nonfinancial assets and nonfinancial
liabilities, except those that are recognized or disclosed in the financial
statements at fair value at least annually.  The Company adopted this
standard for financial assets and financial liabilities and nonfinancial assets
and nonfinancial liabilities disclosed or recognized at fair value on a
recurring basis (at least annually) as of January 1, 2008.  The
Company adopted the standard for nonfinancial assets and nonfinancial
liabilities on January 1, 2009.  The adoption of this standard in each
period did not have a material impact on its financial statements.





FASB ASC
805 establishes principles and requirements for how an acquirer recognizes and
measures in its financial statements the identifiable assets acquired, the
liabilities assumed, any noncontrolling interest in the acquiree and the
goodwill acquired.  This standard also establishes disclosure
requirements to enable the evaluation of the nature and financial effects of the
business combination.  This standard was adopted by the Company
beginning January 1, 2009 and will change the accounting for business
combinations on a prospective basis.





FASB ASC
810-10 requires all entities to report noncontrolling (minority) interests in
subsidiaries as equity in the consolidated financial statements.  The
standard establishes a single method of accounting for changes in a parent’s
ownership interest in a subsidiary that does not result in deconsolidation and
expands disclosures in the consolidated financial statements.  This
standard is effective for fiscal years beginning after December 15, 2008 and
interim periods within those fiscal years.  This standard is not
currently applicable to the Company.





FASB ASC
815-10 is effective January 1, 2009.  This standard requires enhanced
disclosures about derivative instruments and hedging activities to allow for a
better understanding of their effects on an entity’s financial position,
financial performance, and cash flows.  Among other things, this
standard requires disclosures of the fair values of derivative instruments and
associated gains and losses in a tabular format.  This standard is not
currently applicable to the Company since the Company does not have derivative
instruments or hedging activity.





FASB ASC
350-30 and 275-10 amend the factors that should be considered in developing
renewal or extension assumptions used to determine the useful life of a
recognized intangible asset.  This standard is effective for financial
statements issued for fiscal years beginning after December 15, 2008, and
interim periods within those fiscal years.  Early adoption is
prohibited.  The adoption of this standard did not have any impact on
the Company’s financial statements.





FASB ASC
260-10 provides that unvested share-based payment awards that contain
nonforfeitable rights to dividends or dividend equivalents (whether paid or
unpaid) are participating securities and shall be included in the computation of
earnings per share pursuant to the two-class method.  This standard is
effective for financial statements issued for fiscal years beginning after
December 15, 2008, and interim periods within those fiscal years.  The
Company does not currently have any share-based awards that would qualify as
participating securities.  Therefore, application of this standard is
not expected to have an effect on the Company’s financial
reporting.


9


SENSIVIDA MEDICAL
TECHNOLOGIES, INC. AND SUBSIDIARIES


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS


NOVEMBER 30,
2009





NOTE
1 – NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONT.)





FASB ASC
470-20 will be effective for financial statements issued for fiscal years
beginning after December 15, 2008.  This standard includes guidance
that convertible debt instruments that may be settled in cash upon conversion,
should be separated between the liability and equity components, with each
component being accounted for in a manner that will reflect the entity’s
nonconvertible debt borrowing rate when interest costs are recognized in
subsequent periods.  This standard is currently not applicable to the
company.





FASB ASC
815-10 and 815-40 are effective for financial statements for fiscal years
beginning after December 15, 2008, and interim periods within those fiscal
years.  The standard addresses the determination of whether an
instrument (or an embedded feature) is indexed to an entity’s own stock, which
is the first part of the scope exception for the purpose of determining whether
the instrument is classified as an equity instrument or accounted for as a
derivative instrument which would be recognized either as an asset or liability
and measured at fair value.  The standard shall be applied to
outstanding instruments as of the beginning of the fiscal year in which this
standard is initially applied.  Any debt discount that was recognized
when the conversion option was initially bifurcated from the convertible debt
instrument shall continue to be amortized.  The cumulative effect of
the change in accounting principles shall be recognized as an adjustment to the
opening balance of retained earnings.  The Company adopted this
standard as of January 1, 2009, and was not required to reclassify any of it
warrants as liabilities.





FASB ASC
825-10 requires disclosures about the fair value of financial instruments for
interim reporting periods.  This standard is effective for interim
reporting periods ending after June 15, 2009.  The adoption of this
standard did not have a material impact on the Company’s financial
statements.





FASB ASC
820-10 provides additional guidance for Fair Value Measurements when
the volume and level of activity for the asset or liability has significantly
decreased.  This standard is effective for interim and annual
reporting periods ending after June 15, 2009.  The adoption of this
standard did not have a material effect on its financial
statements.





FASB ASC
320-10 amends the other-than-temporary impairment guidance for debt and equity
securities.  This standard is effective for interim and annual
reporting periods ending after June 15, 2009.  The adoption of this
standard did not have a material effect on its financial
statements.





FASB ASC
855-10 is effective for interim or annual financial periods ending after June
15, 2009 and establishes general standards of accounting and disclosure of
events that occur after the balance sheet but before financial statements are
issued or are available to be issued.





However,
since the Company is a public entity, management is required to evaluate
subsequent events through the date that financial statements are issued and
disclose the date through which subsequent events have been evaluated, as well
as the date the financial statements were issued.  This standard was
adopted for its interim period ending June 30, 2009.  Subsequent
events have been evaluated through the date the financial statements were
issued.





As of
November 30, 2009, the FASB has issued Accounting Standards Updates (ASU)
through No. 2009-15.  None of the ASUs have had an impact on the
Company’s financial statements.





RECENTLY
ISSUED ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED





As of
November 30, 2009, there are no recently issued accounting standards not yet
adopted which would have a material effect on the Company’s financial
statements.


10


SENSIVIDA MEDICAL
TECHNOLOGIES, INC. AND SUBSIDIARIES


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS


NOVEMBER 30,
2009





NOTE
2 – RELATED PARTY TRANSACTIONS





Legal
services rendered by Mr. Peter Katevatis amounted to $45,000 and $38,139 for the
nine months ended November 30, 2009 and 2008, 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.





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 $17,294 for the nine
months ended November 30, 2009 and 2008, 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, 2010
                          
                          $
                          16,875February
      28, 2011
                          
                          
                          12,500$
                          29,375





NOTE
4 – ACCRUED LIABILITIES





Accrued
liabilities consist of the following:





November 30, 2009
                    
                    
                    February 28, 2009Legal
      and professional fees
                    
                    $
                    264,248
                    
                    
                    $
                    182,826Consulting
      and university fees
                    
                    
                    1,397,019
                    
                    
                    
                    1,440,615Salaries
      and wages
                    
                    
                    275,500
                    
                    
                    
                    2,148,786Accrued
      Interest
                    
                    
                    154,129
                    
                    
                    
                    275,969Expense
      Reimbursement and Other
                    
                    
                    92,420
                    
                    
                    
                    92,235Totals
                    
                    $
                    2,183,316
                    
                    
                    $
                    4,140,431





Accrued
legal and professional fees include services rendered by Mr. Peter
Katevatis.  The amount of the accrual was $55,000 and $46,901 as of
November 30, 2009 and February 28, 2009, 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 November 30, 2009 and February 28, 2009,





Accrued
expense reimbursements of $92,235 were due to Dr. Alfano at November 30, 2009
and February 28, 2009.  The Company has accrued these costs in
conjunction with Dr. Alfano’s prior consulting agreement.





Accrued
salaries and wages include amounts due to Mr. Katevatis of $-0- and $2,110,286
as of November 30, 2009 and February 28, 2009, respectively.


11


SENSIVIDA MEDICAL
TECHNOLOGIES, INC. AND SUBSIDIARIES


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS


NOVEMBER 30,
2009





NOTE
4 – ACCRUED LIABILITIES (CONT.)





Mr.
Katevatis and Dr. Robert Alfano have agreed to forebear any and all collection
action for accrued fees and, in the case of Mr. Katevatis, his salary, including
forgiveness of interest, in exchange for the option of converting any such
accrued salary and fees into the Company’s common stock at $2.50 per
share.  The option is unlimited in duration.  If the Company
were to receive financing, either may elect to receive all or part of such
accrued salary or fees in cash or common stock.  As of November 30,
2009, accrued consulting fees and expenses amounted to $1,489,254 for Dr.
Alfano.





On March
23, 2009 Mr. Katevatis exercised his option to convert all outstanding salary
and fees accrued through November 3, 2008 totaling $2,147,187, along with the
termination of his employment agreement and anti-dilution rights in exchange for
1,172,510, shares of the Company’s common stock.





Accrued
salaries and wages include amounts due to Frank D. Benick, Chief Financial
Officer, of $23,000 and $6,000, as of November 30, 2009 and February 28, 2009,
respectively.





Accrued
salaries and wages also include amounts due to Kamal Sarbadhikari, former Chief
Executive Officer, and Jose Mir, Chief Technical Officer of $93,750 and $6,250
each as of November 30, 2009 and February 28, 2009, respectively.





Accrued
salaries and wages include amounts due to David R. Smith, Chairman of the Board,
of $65,000 and $20,000 as of November 30, 2009 and February 28, 2009,
respectively.





NOTE
5 – CONVERTIBLE DEBT AND NOTE PAYABLE





Convertible
Debt


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 April 15, 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 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 $86,036
and $382,906 for the nine months ended November 30, 2009 and 2008,
respectively.





Accrued
interest payable on the notes as of November 30, 2009 and February 28, 2009 was
$127,955 and $275,969, respectively.  Interest expense for the nine
months ended November 30, 2009 and 2008 was $114,642 and $141,058
respectively.


12


SENSIVIDA MEDICAL
TECHNOLOGIES, INC. AND SUBSIDIARIES


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS


NOVEMBER 30,
2009





NOTE
5 – CONVERTIBLE DEBT AND NOTE PAYABLE (CONT.)





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 to
the Note holders as compensation for the delay of the IPO which was expected to
take place prior to April 15, 2009.





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 $249,326 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.





Loan
Payable





On
September 1, 2009, the Company borrowed $50,000 from a
shareholder.  The loan calls for interest at 12%.  The
principal and accrued interest is 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 are to be used for the company’s patient
allergy clinical trial and related clinical expenses.





Note
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 of SensiVida
Medical Systems, Inc. (Note 10) 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 November 30,
2009 and February 28, 2009 was $49,828 and $-0-,
respectively.  Interest accrued on the note was $3,455 and $-0- as of
November 30, 2009 and February 28, 2009, respectively.





NOTE
6 - 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.


13


SENSIVIDA MEDICAL
TECHNOLOGIES, INC. AND SUBSIDIARIES


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS


NOVEMBER 30,
2009





NOTE
6 - PREFERRED STOCK SUBSCRIBED (CONT.)





On April
13, 2010, the Company and a current preferred stock subscriber mutually agreed
to revised terms on a 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, are available at the option of subscriber to roll over the total into
the Company’s current Series A subscription agreement.  Also the
$50,000 loan (see Note 5) plus accrued interest of $3,929 as of May 1, 2010 for
a total of $53,929, can also be rolled over into the current Series A
subscription agreement at the option of the subscriber.  In addition,
warrants to purchase 50,000 shares of common stock have been “ratcheted”
downward from $0.66666 to $0.35, resulting in a proportional increase in the
warrants to purchase 95,237 common shares.





NOTE
7 – INCOME TAXES





There is
no income tax benefit for the losses for the three and nine months ended
November 30, 2009 and 2008 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 November 30, 2009 and there was no accrual for uncertain tax
positions as of November 30, 2009.





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
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 nine months ended November 30, 2009 and 2008.





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 nine months ended November 30, 2009 and November 30,
2008.





Employment
Agreements


Mr. Peter
Katevatis, a former Chief Executive Officer and Chairman and a stockholder of
the Company, had an employment agreement.  The prior agreement was
renewed on March 5, 2007 which increased his salary from $200,000 to $250,000
per year. The agreement also provided for a bonus and fringe benefits in
accordance with policies and formulas mutually agreed upon by Mr. Katevatis and
the Board of Directors.  The contract was due to expire on March 5,
2015.  In November 2008, Mr. Katevatis terminated his employment
agreement as Chief Executive Officer and Chairman along with his anti-dilution
rights and exercised his option to convert all outstanding salary and fees
accrued thru November 2008 in exchange for 1,172,510 shares of the Company’s
common stock.


14


SENSIVIDA MEDICAL
TECHNOLOGIES, INC. AND SUBSIDIARIES


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS


NOVEMBER 30,
2009





NOTE
8– COMMITMENTS AND CONTINGENCIES (CONT.)





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.





On
November 5, 2008, the Company entered into a three (3) year employment contract
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.





NOTE
9 – STOCKHOLDERS’ 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 is 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.





Holders
of series A preferred stock are entitled to a preference of $100 per share,
before any payment is made to holders of common stock in liquidation of the
assets of the Company.  Additionally, holders of Series A preferred
stock have no redemption or dividend rights and vote only with respect to
corporate matters affecting their respective rights, preferences or limitations,
but do not vote for the election of directors or on general corporate
matters.





Common Stock Issued for
Services


During
2009, the company issued 31,333 restricted shares of its common stock with a
value of $19,586 to a group of consultants in exchange for professional
services, as per their agreements.  The transactions were recognized
based on the fair market value of the shares issued (the closing price of the
Company’s common stock of the date of issuance or date of
agreement).





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 $2,751,000 to the three
stockholders of SensiVida Medical Systems, Inc. as consideration for the
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.


15


SENSIVIDA MEDICAL
TECHNOLOGIES, INC. AND SUBSIDIARIES


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS


NOVEMBER 30,
2009





NOTE
9 – STOCKHOLDERS’ DEFICIT (CONT.)





Common Stock Issued for
Future Services


During
July 2009, the Company issued 50,000 restricted shares of its common stock with
a value of $37,500 to a medical consultant in exchange for professional
services, as per agreement. The transaction was recognized based on the fair
market value of the shares issued (the closing price of the company’s common
stock of the date of the issuance).





Common Stock
Subscribed


In August
2009, the Company received $30,000 for 30,000 shares of the Company’s common
stock. As of November 30, 2009, the shares have not yet been
issued.





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 November 30, 2009 and November 30,
2008.





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 nine months ended November 30, 2009 is as
follows:





WeightedExercise
                          
                          
                          AverageShares
                          
                          
                          Price Range
                          
                          
                          Exercise PriceOutstanding,
      February 28, 2009
                          
                          
                          30,000
                          
                          
                          $
                          10.00
                          
                          
                          $
                          10.00Granted
                          
                          
                          -Exercised
                          
                          
                          -Forfeited
                          
                          
                          -Outstanding,
      November 30, 2009
                          
                          
                          30,000
                          
                          
                          $
                          10.00
                          
                          
                          $
                          10.00





Stock
Warrants


Stock
warrant activity during the nine months ended November 30, 2009 was as
follows:


WeightedShares
                            
                            
                            Exercise
                            
                            
                            AverageAvailable
                            
                            
                            Price Range
                            
                            
                            Exercise PriceOutstanding,
      February 28, 2009
                            
                            
                            399,933
                            
                            
                            $
                            1.00
      - $ 30.00
                            
                            
                            $
                            8.01Granted
                            
                            
                            127,500
                            
                            
                            $
                            .10
      - $1.00Exercised
                            
                            
                            -
                            
                            
                            
                            -Forfeited
                            
                            
                            -
                            
                            
                            
                            -Outstanding,
      November 30, 2009
                            
                            
                            527,433
                            
                            
                            $
                            1.00
      - $ 30.00
                            
                            
                            $
                            6.92





In
conjunction with the Preferred Stock Subscription, the Company granted warrants
to purchase 50,000 shares of common stock at an exercise price of $1.00 per
share.  The warrants have a five year term.


16


SENSIVIDA MEDICAL
TECHNOLOGIES, INC. AND SUBSIDIARIES


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS


NOVEMBER 30,
2009





NOTE
9 – STOCKHOLDERS’ DEFICIT (CONT.)





Anti-Dilution
Rights


The
Company and Mr. Peter Katevatis had an anti-dilution rights agreement which
provided that Mr. Katevatis’ ownership interest would at all times represent 17%
of the issued and outstanding shares of the Company.  The
anti-dilution rights were exercisable at Mr. Katevatis’ sole
discretion.  In November 2008, Mr. Katevatis terminated his employment
agreement as Chief Executive Officer and Chairman along with his anti-dilution
rights and on March 23, 2009 exercised his option to convert all outstanding
salary and fees accrued thru November 2008 in exchange for 1,172,510 shares of
the Company’s common stock.





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.





NOTE
10 - ACQUISITION OF SENSIVIDA MEDICAL SYSTEMS, INC.





On
November 5, 2008, Mediscience Technology Corp., a New Jersey corporation
(“Mediscience”) entered into an agreement and plan of reorganization (the
“Merger Agreement”) with SensiVida Acquisition Corp., a Delaware corporation and
wholly-owned subsidiary of Mediscience (“Merger Sub”), and SensiVida Medical
Systems, Inc., a Delaware corporation (“SensiVida”), pursuant to which Merger
Sub will be merged into SensiVida and thereafter SensiVida will be merged with
and into Mediscience (the “Merger”).  As a condition precedent to
completing the Merger, on January 29, 2009, BioScopix, Inc., a Delaware
corporation and wholly-owned subsidiary of Mediscience, merged with and into
Mediscience, with the surviving corporation changing its name to BioScopix, Inc.
(such surviving corporation hereafter referred to as the
“Company”).





On March
3, 2009, the Company and SensiVida completed the Merger and the Company changed
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,
par value $.01 per share (the “Common Stock”) to the three stockholders of
SensiVida as consideration for the transaction.  In addition, the
Company issued 1,172,510 shares of its Common Stock to Mr. Katevatis in
settlement of all of his accrued claims and salary, to include termination of
his employment agreement as Chief Executive Officer and Chairman, along with
cancellation of his anti-dilution rights.





The
merger will be accounted for under the acquisition method in accordance with
SFAS 141(R), Business Combination.  The merger of SensiVida Medical
Systems, Inc. into the Company’s wholly-owned subsidiary BioScopix, Inc. will
enable the Company to focus on the automation of analysis and data acquisition
for allergy testing, glucose monitoring, blood coagulation testing, new
tuberculosis testing, and cholesterol monitoring.  The fair value of
the consideration was approximately $2,751,000, the value of the 3,333,333
shares on March 3, 2009, which includes the assumption of various liabilities
totaling approximately $58,000.  The Company has completed its
valuation of the identifiable assets acquired and liabilities assumed at their
acquisition date fair values as follows:





Cash
                    
                    $
                    558Technology
      with Patents Pending Approval
                    
                    
                    2,808,563Note
      Payable
                    
                    
                    (49,828
                    )Accrued
      Expenses
                    
                    
                    (2,437
                    )Officer
      Loan
                    
                    
                    (5,524
                    )Net
      Value of Common Stock Issued
                    
                    $
                    2,751,332


17


SENSIVIDA MEDICAL
TECHNOLOGIES, INC. AND SUBSIDIARIES


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS


NOVEMBER 30,
2009





NOTE
10 - ACQUISITION OF SENSIVIDA MEDICAL SYSTEMS, INC. (CONT.)





The
Company engaged the services of a valuation firm to estimate the fair value of
SensiVida Medical Systems, Inc.  Based on the valuation report, the
acquisition date fair values of the assets acquired and the liabilities assumed
ranged from $591,000 to $7,740,000.  Due to the wide range in
valuation amounts and uncertainty of realizing the probabilities employed in the
valuation, the Company has used the fair value of the common stock issued,
$2,751,000, as it approximates the fair value of the assets acquired and
liabilities assumed.





The
operating results of the acquired company have been included in the consolidated
financials statements from the date of acquisition, effective as of March 1,
2009 for accounting purposes.  The following table provides the
unaudited proforma results of operations as if the acquisition had occurred as
of March 1, 2008:





Nine
      Months Ended
                    
                    
                    Three
      Months EndedNovember 30, 2008
                    
                    
                    November 30, 2008Net
      Sales
                    
                    $
                    -0-
                    
                    
                    $
                    -0-Net
      Loss
                    
                    $
                    (1,707,060
                    )
                    
                    $
                    (707,850
                    )Basic
      and Diluted Lose Per Common Share
                    
                    $
                    (0.252
                    )
                    
                    $
                    (0.103
                    )





NOTE
11 - SUBSEQUENT EVENTS





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.


18


SENSIVIDA MEDICAL
TECHNOLOGIES, INC. AND SUBSIDIARIES


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS


NOVEMBER 30,
2009





NOTE
11 - SUBSEQUENT EVENTS (CONT.)





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).





Series A Convertible
Preferred Stock Offering


Subsequent
to the Company’s February 28, 2010 fiscal year end, 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 also at $1.00 per share.  Series A Preferred stock subscriptions to
date have exceeded $1,000,000.





NOTE
12 - CORRECTION OF AN ERROR IN PREVIOUSLY ISSUED FINANCIAL
STATEMENTS





The
Company has amended its quarterly report as a result of the review of its
financial statements by its independent accounting firm.  Originally
the Company incorrectly classified the cancellation of certain related party
debt as income of $1,209,179.  Upon subsequent review, the
cancellation of the debt was reclassified to additional paid in
capital.





In
addition, product development costs were increased $5,352 from $243,085 to
$248,437, because various vendors had delayed their invoicing until after the
quarterly report was filed.  Interest expense was also corrected from
$129,253 to $125,049 because of an error in duplicating an accrual of interest
in the third quarter.





The above
corrections resulted in reduction of income totaling $1,210,327 and the
correction of reporting loss per share from $(0.008) to a loss of $(0.101) per
share for the nine months ended November 30, 2009.  Since the
cancellation of debt was reclassified to additional paid in capital, the summary
of corrections increased the shareholders deficit approximately
$1,100.





The
independent review of the financial statements also resulted in the
reclassification within the balance sheet of $250,000 of preferred stock
subscribed from the equity section to a current liability.


19


Item
2.      Managements Discussion and Analysis of
Financial Condition and Results of Operation





Results of
Operations





Nine Months Ending November
30, 2009 Compared to


Nine Months Ending November
30, 2008





Revenues





We had no
revenues during the nine months ending November 30, 2009 and November 30,
2008.  Our 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 will primarily focus 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 increased approximately $26,000, or 3%, during the
current nine month period ended November 30, 2009 as compared to the nine month
period ended November 30, 2008.  The increase was the net of increases
and decreases in major expense components.  Salaries, wages and
related expenses approximating $310,000 increased approximately $82,000 over the
prior year period, as a result of the employment agreements of the new CEO, CTO
and Chairman of the Board.  In addition, professional fees increased
approximately $127,000 during the current nine month period, primarily due to
the increased professional activities associated with the merger and related
matters.  Also, adding to the increase in general and administrative
expense was approximately $140,000 of amortization costs associated with the
Company’s intellectual property.  As an offset to the increases, there
was a decrease in financial service (bridge fees and related costs) totaling
approximately $289,000 and a decrease in all other general and administrative
expenses approximating $34,000 due to a curtailment of expenses from lack of
funding.





Product Development
Expense





Product
development expense increased approximately $111,000, or 81%, during the current
nine month period ended November 30, 2009 when compared to the prior nine month
period ended November 30, 2008.  The increase is due to allergy
research being conducted in Rochester, NY, by the Company and its
consultants.





Cancellation of
Indebtedness





In
addition, the Company has written off certain accrued 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 November 30, 2009 of approximately
$3,220,000 compared to a deficiency of approximately $5,841,000 at February 28,
2009 representing a decrease in the deficiency of approximately $2,621,000 for
the current nine month period ended November 30, 2009.  The decrease
in the deficiency consisted of a decrease of approximately $50,000 in current
assets, consisting of cash and prepaid expenses, and an offsetting decrease of
approximately $2,671,000 in current liabilities.  The principal reason
for the decline in accrued liabilities is the cancellation of approximately
$2,147,000 of obligations to Mr. Katevatis who terminated his employment
agreement as Chief Executive Officer and Chairman along with his anti-dilution
rights and exercised his option to convert an outstanding salary and fees
accrued thru November 2008 in exchange for 1,172,510 shares of the Company’s
common stock.  In addition, certain note holders converted $1,205,000
of note principal and $249,326 of accrued interest into common stock of the
Company.  The current deficiency in working capital is primarily
represented by accruals for professional fees, consulting, salaries and wages
and convertible debt.


20





Our
ability to continue our operations is largely dependent upon obtaining
regulatory approval for the commercialization of our allergy testing
technology.  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.





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.


21





Item
      3.
            Quantitative
      and Qualitative Disclosures About Market
Risk





Not Applicable





Item
      4T.
            Controls
      and Procedures





Evaluation of
      Disclosure Controls and
Procedures





Our Chief
Executive Office and Chief Financial Officer evaluated the effectiveness of our
disclosure controls and procedures as of November 30, 2009, the end of the
period covered by this report.  Based on that evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that our disclosure
controls and procedures as of November 30, 2009, 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.





22


PART II - OTHER
      INFORMATION





Item
      1.
            Legal
      Proceedings





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 filed a response to his
action.  The matter is pending.





Item
      1A.
            Risk
      Factors





Not Applicable





Item
      2.
            Unregistered Sales of
      Equity Securities and Use of
Proceeds





During
      November 2009, the company issued 15,000 restricted shares of its common
      stock with a value of $7,500 to a consultant in exchange for professional
      services as per an agreement.  The transaction was recognized
      based on the fair market value of the services provided as per the
      agreement.





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.





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.





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.  Principal of $1,205,000 and accrued interest of $249,326 were
converted into 4,155,222 shares of the Company’s common stock.





The
Company acquired a $50,000 convertible subordinated note as part of its recent
acquisition of SensiVida Medical Systems, Inc.  The note was in
default upon acquisition and was amended as of December 1, 2009, commencing
January 1, 2010.  Interest will accrue on the balance as 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.





Item
      4.
            Submission of Matters
      to a Vote of Security
Holders





None





Item
      5.
            Other
      Information





None


23





Item
      6.
            Exhibits





10.1*
            Notification
      that as of October 12, 2009, Peter Katevatis tendered his letter of
      resignation as a Director.





10.2*
            Notification
      that as of November 2, 2009, Kamal Sarbadhikari tendered his letter of
      resignation as President and Director because of health
      reasons.  Jose Mir, Chief Technology Officer and Director was
      appointed interim President effective December 31,
  2009.





10.3
            Review
      Report of Independent Registered Public Accounting
  Firm.





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





*  Previously
filed


24


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
      16, 2011
              By:  /s/
      Jose MirJose
      MirPresidentFebruary
      16, 2011
              By:  /s/
      Frank D. BenickFrank
      D. Benick, CPAChief
      Financial OfficerPrincipal
      Financial and Accounting
Officer


25


EXHIBIT
INDEX





EXHIBIT NO.
              
              DESCRIPTION10.1*
              
              Notification
      that as of October 12, 2009, Peter Katevatis tendered his letter of
      resignation as a Director.10.2*
              
              Notification
      that as of November 2, 2009, Kamal Sarbadhikari tendered his letter of
      resignation as President and Director because of health
      reasons.  Jose Mir, Chief Technology Officer and Director was
      appointed interim President effective December 31,
2009.10.3
              
              Review
      Report of Independent Registered Public Accounting
Firm.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 the Chief Financial Officer required by Rule
      13a-14(b) or Rule 15d-14(b) and 18 U.S.C.
1350





*  Previously
filed


26