SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-QSB

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

For the Quarter ended April 30, 2005

¨ 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

0-13176

NON-INVASIVE MONITORING SYSTEMS, INC.

(Exact name of Registrant as specified in its charter)

Florida	59-2007840
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1666 Kennedy Causeway Avenue, Suite 308

North Bay Village Florida 33141

(Address of principal executive offices) (Zip Code)

(305) 861-0075

(Registrant’s telephone number)

_________________________________________________________________________

(Former name or former address, if changed since last report)

Indicate by check mark if 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 shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes x No ¨

The number of shares outstanding of the registrant’s Common Stock, par value $.01 per share (the “Common Stock”), as of June 14, 2005 was 31,221,971.

NON-INVASIVE MONITORING SYSTEMS, INC.

Index

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
Condensed balance sheets at April 30, 2005 and July 31, 2004	3
Condensed statements of operations for the Three Months and Nine Months ended April 30, 2005 and 2004	4
Condensed statements of cash flows for the Nine Months ended April 30, 2005 and 2004	5
Notes to condensed financial statements April 30, 2005	6
Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations	8
PART II OTHER INFORMATION
Item 1. Legal Proceedings	16
Item 2. Changes in Securities	16
Item 3. Defaults Upon Senior Securities	16
Item 4. Submission of Matters to a Vote of Security Holders	16
Item 5. Other Information	16
Item 6. Exhibits and Reports on Form 8-K	16
Signatures	17

2

NON-INVASIVE MONITORING SYSTEMS, INC.

CONDENSED BALANCE SHEETS

	April 30, 2005 (Unaudited)			July 31, 2004
ASSETS
Current assets
Cash	$	4,616		$	133,671
Accounts and royalties receivable		47,071			97,736
Inventories		36,715			20,635
Prepaid expenses, deposits and other current assets		12,320			57,043
Total current assets		100,722			309,085
Furniture and equipment, net		18,108			33,553
Patents, net		16,441			112,046
Total assets	$	135,271		$	454,684
LIABILITIES AND SHAREHOLDERS’ DEFICIENCY
Current liabilities
Accounts payable and accrued expenses	$	66,929		$	98,924
Notes payable - Gibraltar		122,544			—
Notes payable - related party		165,000			165,000
Convertible debt		50,000			—
Deferred research and consulting revenue		5,000			25,000
Total current liabilities		409,473			288,924
Note payable		563,735			700,000
Total Liabilities		973,208			988,924
Shareholders’ deficiency
Preferred Series B, 100 shares issued and outstanding		100			100
Preferred Series C, 62,048 shares issued and outstanding		62,048			62,048
Common stock, $.01 par value; 100,000,000 shares authorized; 31,221,971 shares issued and outstanding; and additional paid-in capital		13,234,175			13,234,175
Accumulated deficit		(14,134,260	)		(13,830,563	)
Total shareholders’ deficiency		(837,937	)		(534,240	)
Total liabilities and shareholders’ deficiency	$	135,271		$	454,684

The accompanying notes are an integral part of these financial statements

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NON-INVASIVE MONITORING SYSTEMS, INC.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

Periods Ended April 30, 2005 and 2004

	Three Months Ended					Nine Months Ended
	2005			2004		2005			2004
Revenues
Product sales	$	410		$	67,050		259,482			322,540
Royalties		31,086			62,538		116,992			148,718
Research and consulting		—			22,619		20,338			58,519
Total revenue		31,496			152,207		396,812			529,777
Operating expenses
Cost of goods sold		—			15,190		131,413			137,065
Selling, general and administrative		69,606			70,342		287,592			316,280
Research and development		38,643			66,034		142,814			164,565
Allowance for inventory obsolesence		—			—		36,715			—
Allowance for patent impairment		—			—		101,975			—
Total operating expenses		108,249			151,566		700,509			617,910
Net profit (loss)		(76,753	)		641		(303,697	)		(88,133	)
Weighted average number of common shares outstanding		31,221,971			30,588,638		31,221,971			30,534,670
Basic and diluted loss per common share	$	(0.002	)	$	0.000	$	(0.010	)	$	(0.003	)

The accompanying notes are an integral part of these financial statements

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NON-INVASIVE MONITORING SYSTEMS, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

Periods Ended April 30, 2005 and 2004

	Nine Months Ended
	2005			2004
Operating activities
Net income (loss)	$	(303,697	)	$	(88,133	)
Adjustments to reconcile net loss to net cash from operating activities:
Depreciation and amortization		11,968			18,801
Write-off of Fixed Assets		3,477			3,937
Common stock issued for services		—			17,000
Provision for inventory obsolesence		—			—
Provision for patent impairment		138,690			—
Changes in operating assets and liabilities:
Accounts and royalties receivable		50,665			23,412
Inventories		(52,795	)		101,145
Prepaid expenses and other assets		44,723			(29,027	)
Accounts payable and accrued expenses		(31,995	)		(31,264	)
Deferred research and consulting revenues		(20,000	)		(8,644	)
Net cash provided by (used in) operating activities		(158,964	)		7,227
Investing activities
Patent costs incurred		(6,370	)		(15,345	)
Net cash used in investing activities		(6,370	)		(15,345	)
Financing activities
Net proceeds from issuance of common stock		—			15,000
Proceeds form (repayment of) loan to shareholder		—			(2,500	)
Proceeds from convertible debt		50,000			—
Proceeds from Line of Credit		(13,721	)		2,525
Net cash provided by financing activities		36,279			15,025
Net Increase (Decrease) in cash		(129,055	)		6,907
Cash, beginning of period		133,671			2,372
Cash, end of period	$	4,616		$	9,279

The accompanying notes are an integral part of these financial statements

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NON-INVASIVE MONITORING SYSTEMS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

April 30, 2005

NOTE A - BASIS OF PRESENTATION

The accompanying unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB and Article 10 of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three-month period ending April 30, 2005 are not necessarily indicative of the results that may be expected for the year ending July 31, 2005. For further information, refer to the financial statements and footnotes thereto included in the Company’s 10-KSB and/or Annual Report for the fiscal year ended July 31, 2004.

NOTE B - GOING CONCERN—UNCERTAINTY

The licensees to the Company’s Respitrace product line are SensorMedics division of VIASYS Healthcare, Inc. and VivoMetrics, Inc. Based upon current royalty income from SensorMedics, it is anticipated that such income will be approximately $30,000 per quarter. Royalty income from VivoMetrics is anticipated to be approximately $15,000 per quarter. There is no guarantee that such projections will be made.

Acceleration Therapeutics Division of Non-Invasive Monitoring Systems, Inc. released an announcement to the press on January 24, 2005 that the Food and Drug Administration (“FDA”) reclassified the product of the Company, the AT-101 device, from its listed FDA Class 1 (exempt) powered exercise device to a therapeutic vibrator requiring 510(k) submission. The FDA made this determination because the FDA believed that the AT-101 “exceeds the limitations to the exemption in 21 CFR 890.9(a) and (b) because it introduces new indications and new technology for therapeutic vibrators.” Accordingly, the Company cannot market the AT-101 device until it has received an allowance letter from FDA. The Company is weighing its options for response to this action and considers this matter of serious concern to its business. Since then, it has been determined from FDA that the Company is permitted to sell its products for research in the US and also commercially overseas.

The Company needs to seek new sources or methods of financing or increased revenue to continue as a going concern. The Company is exploring alternate means of raising capital and once this has been attained will submit a 510(k) application to FDA for approval to market the AT-101 under the indications for use recommended for Therapeutic Vibrators, e.g., “relief of minor aches and pains.” The Company no longer markets Respitrace products and has adjusted its business plan to focus upon revenues arising from Acceleration Therapeutic products. The Company anticipates that funds raised through a private offering, outside research consultant activities, and royalty payments, will maintain the Company as a going concern until the sales of the AT-101 commence after the FDA’s approval of the Company’s 510(k) submission. There is no guarantee that these goals will be achieved.

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NON-INVASIVE MONITORING SYSTEMS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

April 30, 2005

The Company receives royalties on the LifeShirt system from VivoMetrics and Sensor Medics division of ViaSys Healthcare, Inc. There can be no assurance that the Company will be able to successfully implement its plans, or if such plans are successfully implemented, that the Company will achieve its goals. If the Company is unable to raise additional funds or is not successful in implementing its business plan, it may be required to reduce its workforce, reduce compensation levels, reduce dependency on outside consultations, modify its growth and operating plans, and even be forced to terminate operations completely.

NOTE C - CONVERTIBLE DEBT

In March 2005, the Company issued two 6% Convertible Debentures (“Debentures”) each in the principal amount of $25,000, to two individuals for the sole purpose of funding ongoing operations. The Debentures have a term of six-months and are convertible into shares of common stock at the option of the individuals or at the time the Company successfully raises $500,000 of additional capital. The Debentures and accrued interest will automatically be converted, without the payment of any additional consideration, into such number of fully paid and nonassessable shares of common stock.

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Forward-Looking Statements

The following discussion contains, in addition to historical information, forward-looking statements regarding Non-Invasive Monitoring Systems, Inc. (the “Company” or “NIMS”), that involve risks and uncertainties. The Company’s actual results could differ materially. For this purpose, any statements contained in this Report that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “estimate,” or “continue” or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements. Factors that could cause or contribute to such difference include, but not limited to, history of operating losses and accumulated deficit; possible need for additional financing; competition; dependence on management; risks related to proprietary rights; government regulation; and other factors discussed in this report and the Company’s other filings with the Securities and Exchange Commission.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Introduction

Non-Invasive Monitoring Systems, Inc. (the “Company” or “NIMS”) is engaged in the research, development, manufacturing and marketing of a non-invasive, therapeutic, periodic acceleration, motion platform device, which has been designated as the AT-101. In addition, the Company developed computer assisted, non-invasive diagnostic monitoring devices and related software designed to detect abnormal respiratory, cardiac, and other medical conditions from sensors placed externally on the body’s surface. These devices provided diagnostic information regarding cardiorespiratory and sleep disorders in infants, children and adults; in addition, alarms are sounded for adverse cardiac and respiratory events in critically ill patients. These diagnostic devices have been sold to SensorMedics Division of ViaSys Healthcare, Inc. for cash and royalties on sales and to VivoMetrics for royalties on sales and an equity position. The Company has ceased manufacturing, marketing and sales of the diagnostic devices and now is engaged solely with marketing and sales of the AT-101 powered exercise device.

Business Strategy

During the calendar years 2002, 2003 and 2004, the Company restructured its operations and revised its business strategy to transform the Company from a research and development company into a company that will market and distribute its own innovative AT-101 powered exercise device on a worldwide basis. In January 2005, FDA indicated to the Company that its initial classification submitted as a Class 1 (exempt) Powered Exercise device was invalid and it could no longer market the AT-101 commercially in the US. Instead, the Company can only sell the device for research in the US and commercially overseas until it receives clearance from FDA after a 510(k) submission as a Therapeutic Vibrator device. The FDA intended use for Therapeutic Vibrators is for relaxing muscles and relieving minor aches and pains. The market

8

focus will be to promote this non-invasive, drug free technology to the same population groups as the COX2 inhibitors (recently reported to have serious cardiac side-effects).

Revenue until January 2005 were derived from sales of the AT-101 , royalties and research contracts. Management of the Company has determined that it is in the best interest of the Company and its shareholders to focus the Company’s time and recourses of developing and marketing the AT-101.

NIMS assigned its patents for its best-known innovation - an ambulatory monitoring shirt (the computerized LifeShirt^TM system) developed by NIMS’ Chairman, Marvin A Sackner, M.D. - to VivoMetrics, Inc., a health care information company based in Ventura, California. In return for these patent rights, NIMS was given equity ownership in VivoMetrics, Inc. and paid royalties on sales and leasing of LifeShirt(TM) systems. In April, 2002, VivoMetrics, Inc. received FDA clearance allowing VivoMetrics, Inc. to market the LifeShirt^TM System. Initial marketing has commenced on the LifeShirt System. There can be no assurances as to the amount of revenues that will be derived from the marketing of the LifeShirt system.

This quarterly financial report strongly reflects this transition to a marketing and distribution company and the consequences of this transition on the Company’s business, financial condition and operating results. The Company anticipates experiencing losses at least through the next three fiscal quarters as it carries out its 510(k) submission and await marketing approval for the AT-101.

Current Products

AT-101 Powered Exercise Device

Acceleration Therapeutics, a wholly owned division of the Company markets and sells a patented-protected product called the AT-l0l.

Sales of the AT-101 initially classified as a powered exercise device commenced in October 2002 in Japan and in February 2003 in USA. QTM Incorporated, an FDA registered manufacturer (Oldsmar, FL) is currently manufacturing the device. The AT-101 is built in accordance with ISO and FDA Good Manufacturing Practices.

Clinical presentations using the device in such diseases as Parkinson’s disease, multiple sclerosis, amyotrophic lateral sclerosis, polyneuropathy, chronic fatigue syndrome, fibromyalgia, osteoarthritis, carpal tunnel syndrome, restless legs syndrome, asthma, osteoarthritis and chronic heart failure have been made at national and international meetings from medical centers in Miami, Zurich, Kyoto, and Philadelphia. Investigators from Mt. Sinai Medical Center of Greater Miami found that application of the AT-101 in experimental allergic asthma in sheep produced similar benefits to treatment with corticosteroids. Animal studies have been reported on a modified version of the AT-101 as a cardiopulmonary resuscitation technology. A paper on the application of the AT-101 in fibromyalgia and the chronic fatigue syndrome from Mt. Sinai Medical Center of Greater Miami was published in the July issue of Medical Hypotheses. Two papers have been published, one in Chest in January 2005, the other in Journal Applied Physiology in March 2005 in medical journals from Mt. Sinai Medical Center of Greater

9

Miami, demonstrating the hemodynamic activity brought about by the AT-101 in normal humans and patients and the other dealing with the beneficial blood changes in animals during AT-101 application, respectively.

Data from clinical investigations reveal that application of the AT-101 is associated with release of nitric oxide in humans into the circulation through addition of pulses to the natural pulse through AT-101 application. This finding indicates that the AT-101 may have a major impact in many disease states in which increased production of nitric oxide from the inner lining of blood vessels is beneficial including relief of pain due to chronic inflammation.

The AT-101 powered exercise device is another invention by Marvin A. Sackner, M.D., Professor of Medicine at the University of Miami at Mt. Sinai and Emeritus Director of Medical Services at Mt. Sinai Medical Center. Dr. Sackner is a past President of the American Thoracic Society, past Chairman of the Pulmonary Disease Subspecialty Board and a past Member of the American Board of Internal Medicine.

The AT-101 is a comfortable gurney styled device that moves repetitively in a head-to-foot motion similar to the movement used to comfort a child in a baby carriage but at a much more rapid pace. The FDA has reclassified the AT-101 device, from its listed FDA Class 1 (exempt) powered exercise device to a therapeutic vibrator requiring 510(k) submission. The FDA made this determination because the FDA believed that the AT-101 “exceeds the limitations to the exemption in 21 CFR 890.9(a) and (b) because it introduces new indications and new technology for therapeutic vibrators.” Accordingly, the Company cannot market the AT-101 device until it has received an allowance letter from FDA. The Company plans to submit a 510(k) application to FDA to gain approval for marketing the AT-101 as a therapeutic vibrator.

The Company requires additional capital to remain in business, submit the 510(k) application, and commercialize the AT-101. Management of the Company continues to seek sources of funding. Failure to secure necessary financing will result in reduction and curtailment of operations.

LifeShirt:

The LifeShirt is a Wearable Physiological Computer (patent, PhysiologicSigns Feedback System, issued April 4, 2000) that incorporates four inductive plethysmographic transducers, electrocardiographic electrodes, and a two posture sensor into a low turtle neck sleeveless garment. Pulse oximetry is an optional add-on. These transducers are connected to a miniaturized, battery powered, electronic module that has been fabricated. This in turn interfaces with a Personal Digital Assistant (“PDA”) with compact flash memory for collection of raw waveforms and digital data from the electronic module. Such data are transmitted from flash memory to a Data Collection Center that checks for quality control from full disclosure, transforms data into minute-by-minute median trends of over 30 physical and emotional signs of health and disease. In addition, the monitored patient can enter symptoms with intensity, mood, and medication diary into the PDA for integration with the physiologic information collected with the LifeShirt garment. Data from flash memory can be mailed to the VivoMetrics, Inc.’s Data Collection Center for quality control, generation of reports, and database storage. Vital and

10

physiological signs can be obtained non-invasively, continuously, cheaply, and reliably with the comfortably worn LifeShirt garment system while at rest, during exercise, at work, and during sleep. Recently, Vivometrics received FDA approval to market the LifeShirt with wireless transmission of data.

The term the “Company” and “NIMS” refers to both the Company and its subsidiaries, unless the context requires otherwise. The Company’s offices are located at 1666 Kennedy Causeway Avenue, North Bay Village Florida 32341 and its telephone number is (305) 861-0075.

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NINE MONTHS ENDED APRIL 30, 2005

COMPARED TO NINE MONTHS ENDED APRIL 30, 2004

Gross Revenues and Costs of Operations

Gross revenues. Gross revenues decreased from $529,777 for the nine month period ended April 30, 2004 to $396,812 for the nine month period ended April 30, 2005, a decrease of $132,965, primarily as a result of a decrease in sales of $63,058, royalties of $31,726 and research and consulting income of $38,181.

Costs of goods sold. Costs of goods sold decreased from $137,065 for the nine months ended April 30, 2004 to $131,413 for the nine months ended April 30, 2005, a decrease of $5,652, primarily due to a decrease in AT101 units sold.

Selling, general and administrative expenses. Selling, general and administrative expenses decreased from $316,280 for the nine months ended April 30, 2004 to $287,592 for the nine months ended April 30, 2005, a decrease of $28,688. The decrease is primarily due to a decrease in rent expense and reduced marketing expenses.

Research and development costs. Research and development costs decreased from $164,565 for the nine months ended April 30, 2004 to $142,814 for the nine months ended April 30, 2005, a decrease of $21,751, primarily due to decrease in the cost of development of the AT101.

Total operating expenses. Total operating expenses increased from $617,910 for the nine months ended April 30, 2004 to $700,509 for the nine months ended April 30, 2005, an increase of $82,599. The increase is primarily attributed to reserves for patents of 101,975 and inventory of 36,715.

Net Loss. Net loss increased from a net loss of ($88,133) for the nine months ended April 30, 2004 to net loss of ($303,697) for the nine months ended April 30, 2005. The increase is mainly attributed to an increase reserves for patents, reserves for inventory and a decrease in gross revenues.

THREE MONTHS ENDED APRIL 30, 2005

COMPARED TO THREE MONTHS ENDED APRIL 30, 2004

Gross revenues. Gross revenues increased from $152,207 for the three month period ended April 30, 2004 to $31,496 for the three month period ended April 30, 2005, a decrease of $120,711, primarily as a result of a decrease in product sales of $66,640, a decrease in royalties of $31,452 and a decrease in research and consulting revenues of $22,619.

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Costs of goods sold. Costs of goods sold decreased from $15,190 for the three months ended April 30, 2004 to $0 for the three months ended April 30, 2005, a decrease of $15,190, primarily due to a decrease in AT101 units sold.

Selling, general and administrative expenses. Selling, general and administrative expenses decreased from $70,342 for the three months ended April 30, 2004 to $69,606 for the three months ended April 30, 2005, a decrease of $736. The decrease is primarily due to a decrease in rent expense.

Research and development costs. Research and development costs decreased from $66,034 for the three months ended April 30, 2004 to $38,643 for the three months ended April 30, 2005, a decrease of $27,391, primarily due to a decrease in costs of research and development of the AT101.

Total operating expenses. Total operating expenses decreased from $151,566 for the three months ended April 30, 2004 to $108,249 for the three months ended April 30, 2005, a decrease of $43,317. The decrease is primarily attributed to decreased research and development costs and costs of goods sold.

Net Profit (Loss). Net income decreased from a net profit of $641 for the three months ended April 30, 2004 to a net loss of ($76,753) for the three months ended April 30, 2005. The decrease is mainly attributed to a decrease in gross revenues.

Current Assets

Cash. Cash decreased from $133,671 at July 31, 2004 to $4,616 at April 30, 2005, a decrease of $129,055, primarily as a result of the use of cash for operations.

Accounts Receivable and Royalties Receivable. Accounts Receivable and Royalties Receivable decreased from $97,376 at July 31, 2004 to $47,071 at April 30, 2005, a decrease of $50,665, primarily as a result of reduced sales of the AT101 and reduced royalty income.

Inventories. Inventories increased from $20,635 at July 31, 2004 to $36,715 at April 30, 2005, an increase of $16,080, primarily as a result of reduced sales of the AT101.

Prepaid expenses and other current assets. Prepaid expenses and other current assets decreased from $57,043 at July 31, 2004 to $12,320 at April 30, 2005, due to a decrease in prepaid inventory.

Furniture and equipment. Furniture and equipment increased from $33,553 at July 31, 2004 to $18,108 at April 30, 2005, a decrease of $15,445.

Patents. Patents decreased from $112,046 at July 31, 2004 to $16,441 at April 30, 2005, a decrease of $95,605 as a result of a reserve provision for the AT101 patents.

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Total assets. Total assets decreased from $454,684 at July 31, 2004 to $135,271 at April 30, 2005, a decrease of $319,413.

Liabilities

Accounts payable and accrued expenses. Accounts payable and accrued expenses decreased from $98,924 at July 31, 2004 to $66,929 at April 30, 2005, a decrease of $31,995, primarily as a result of decreased costs associated with the AT101 production and development.

Deferred research and consulting revenue. Deferred research and consulting revenue decreased from $25,000 at July 31, 2004 to $5,000 at April 30, 2005, a decrease of $20,000.

Current Liabilities. Current liabilities increased from $288,924 at July 31, 2004, to $409,473 at April 30, 2005, an increase of $120,549, primarily as a result of the increase in current potion of the bank note payable and other borrowing and two 6% Convertible Debentures, each in the amount of $25,000.

Liquidity and Capital Resources.

The Company has financed its operations and other working capital requirements principally from operating cash flow. Management of the Company estimates that the Company requires a minimum cash flow of $35,000 per month to maintain operations. The Company predominantly finances its operations from the sale of the AT101 Device. Additional capital will be required for the fourth quarter of fiscal 2005 for the Company to continue to satisfy its cash requirements and maintain a business plan focusing on increasing revenues from the marketing of acceleration therapeutic products. The Company expects to raise additional capital subsequent to the third quarter of fiscal 2005. If the Company is unable to raise additional funds, the Company may be required to reduce its workforce, reduce compensation levels, or modify its growth and business plan. The notes in the unaudited financial statements at and for the quarter ended April 30, 2005, contain an explanatory paragraph raising substantial doubt of the Company’s ability to continue as a going concern. Note B to the unaudited financial statements at and for the quarter ended January 31, 2005 describe the conditions which raise this doubt and management’s plans.

In March 2005, the Company issued two 6% Convertible Debentures (“Debentures”) each in the principal amount of $25,000, to two individuals for the sole purpose of funding ongoing operations. The Debentures have a term of six-months and are convertible into shares of common stock at the option of the individuals or at the time the Company successfully raises $500,000 of additional capital. The Debentures and accrued interest will automatically be converted, without the payment of any additional consideration, into such number of fully paid and nonassessable shares of common stock.

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ITEM 3. EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Principal Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures as of March 31, 2005 were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

Changes in Internal Controls

There have been no material changes in our internal controls over financial reporting or in other factors that could materially affect, or are reasonably likely to affect, our internal controls over financial reporting during the quarter ended April 30, 2005.

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PART II OTHER INFORMATION

Item 1. Legal Proceedings

Not applicable

Item 2. Changes in Securities

Not applicable

Item 3. Defaults Upon Senior Securities

Not applicable

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

None.

Item 5. Other Information

Not applicable

Item 6. Exhibits and Reports on Form 8-K

A. Exhibits:

31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act.
31.2	Certification of Principal Financial and Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act.
32.1	Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act.
32.2	Certification of Principal Financial and Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act.

B. Reports on Form 8-K

None.

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SIGNATURE

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.

NON-INVASIVE MONITORING SYSTEMS, INC. AND SUBSIDIARIES

Dated: June 14, 2005	/s/    MARVIN A. SACKNER
	Marvin A. Sackner,
	Chief Executive Officer

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Exhibit Index

Exhibit Number	Description
31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act.
31.2	Certification of Principal Financial and Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act.
32.1	Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act.
32.2	Certification of Principal Financial and Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act.