SEC Comment Letter for IN VERITAS MEDICAL DIAGNOSTICS, INC. (CIK 0001142733) — Sep 12, 2005
IN VERITAS MEDICAL DIAGNOSTICS, INC. (CIK 0001142733)
Date: Sept. 12, 2005 · CIK: 0001142733 · Accession: 0000000000-05-046876
AI Filing Summary & Sentiment
File numbers found in text: 000-49972
Referenced dates: August 15, 2005, June 30, 2005, June 30, 2005
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Mail Stop 6010
September 8, 2005
Via Mail and Fax
Mr. John Fuller
President and Chief Executive Officer
In Veritas Medical Diagnostics, Inc.
The Green House, Beechwood Business Park North,
Inverness, Scotland IV2 3BL
RE: In Veritas Medical Diagnostics, Inc.
Form 10-KSB/A No. 2 for the Year Ended July 31, 2004 filed August
15, 2005
File Number 000-49972
Dear Mr. Fuller:
We have reviewed your response letter dated August 15, 2005
and
have the following additional comments. Where indicated, we think
you should revise your documents in response to these comments.
If
you disagree, we will consider your explanation as to why our
comment
is inapplicable or a revision is unnecessary. Please be as
detailed
as necessary in your explanation. In some of our comments, we may
ask you to provide us with supplemental information so we may
better
understand your disclosure. After reviewing this information, we
may
or may not raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Form 10-KSB/A No. 2 for the Year Ended July 31, 2004 filed August
15,
2005
Explanatory Note, page 2
1. Please revise this note to specifically state the nature of the
errors in the previously issued financial statements so the reader
has an understanding of the reasons for this amendment. Also,
delete
the reference to "SEC comment letter" or regulatory review here
and
elsewhere in your filing.
Report of Independent Registered Public Accounting Firm, page F-2
2. The auditors` report does not contain the name of your
independent
public accountants and does not appear to be signed, as denoted by
an
appropriate "signature symbol." Please include in your filing a
signed audit report that covers the years ended July 31, 2004 and
2003 and for the period from March 26, 1997 (inception) through
July
31, 2004.
3. The paragraph in the auditors` report that refers to the
restatement in Note 9 does not appear to be updated to include the
changes made in this filing. Please update this paragraph to also
refer to the restatement made on July 28, 2005.
Financial Statements
Statement of Changes in Shareholders` Deficit, page F-6
4. We reissue comment 5 of our letter dated June 30, 2005. Please
tell us why the statement of shareholders` deficit does not
restate
the previous issuances of HEMP for the equivalent number of shares
that were exchanged in the acquisition instead of reflecting the
38,397,164 shares of common stock as issued in 2004 for services.
Note 2: Related Party Transactions, page F-11
5. Refer to comment 7 in our letter dated June 30, 2005. We note
that you adjusted your financial statements to remove the gain
from
debt extinguishment from the 2004 income statement and restated
prior
years` equity accounts for capital contributions. It is unclear
to
us how you have arrived at the adjustments made to restate prior
and
current years` additional paid-in capital account. Please tell us
in
detail the nature of the debit of $1,800,000 made to additional
paid-
in capital in 2004 along with the other adjustments made. Revise
to
clearly describe the transactions in the financial statements for
2003 and 2004 in note 2, and the restated amounts in note 9. We
may
have further comment based on your response.
Note 9: Correction of an Error in Previously Issued Financial
Statements, page F-14
6. It is unclear to us how you have concluded that the errors in
your
financial statements are the result of clerical errors. Based on
the
disclosure in note 9, it appears that the errors were the result
of
misapplications of GAAP. Please revise or advise us.
Item 8a. Controls and Procedures, page F-17
7. In light of the restatements made to the financial statements,
please disclose in reasonable detail the basis for the officers`
conclusion that your disclosure controls and procedures were
nonetheless effective as of the end of the period covered by the
report.
Representations
8. In your next response please acknowledge in writing the three
bullets of the third to the last paragraph of our letter dated
June
30, 2005.
As appropriate, please amend the indicated filing and
respond to these comments within 10 business days or tell us when
you
will provide us with a response. Please file your responses via
EDGAR. You may wish to provide us with marked copies of the
amendment to expedite our review. Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested information. Detailed cover letters greatly
facilitate
our review. Please understand that we may have additional
comments
after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy
and adequacy of the disclosure in the filings to be certain that
the
filings include all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed decision. Since the company and
its management are in possession of all facts relating to a
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* The company is responsible for the adequacy and accuracy of the
disclosures in the filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.
You may contact Doug Jones, Staff Accountant, at (202) 551-
3309, or me at (202) 551-3327 if you have questions regarding
these
comments. In this regard, do not hesitate to contact Martin
James,
Senior Assistant Chief Accountant, at (202) 551-3671.
Sincerely,
Michele Gohlke
Accounting Branch Chief
cc: Mr. Martin E. Thorp, Chief Financial Officer (via facsimile
at 011441463667310)
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