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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000950129-03-005974.txt : 20031204
<SEC-HEADER>0000950129-03-005974.hdr.sgml : 20031204
<ACCEPTANCE-DATETIME>20031204151804
ACCESSION NUMBER:		0000950129-03-005974
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20031204
ITEM INFORMATION:		
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20031204

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			VERDISYS INC
		CENTRAL INDEX KEY:			0001141197
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-BUSINESS SERVICES, NEC [7389]
		IRS NUMBER:				223755993
		STATE OF INCORPORATION:			CA
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	333-64122
		FILM NUMBER:		031037686

	BUSINESS ADDRESS:	
		STREET 1:		11650 IBERIA PL SUITE 201
		CITY:			SAN DIEGO
		STATE:			CA
		ZIP:			92128
		BUSINESS PHONE:		8586181085

	MAIL ADDRESS:	
		STREET 1:		11650 IBERIA PLACE SUITE 201
		CITY:			SAN DIEGO
		STATE:			CA
		ZIP:			92128
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>h11080e8vk.txt
<DESCRIPTION>VERDISYS, INC. - DATED 12/4/2003
<TEXT>
<PAGE>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    FORM 8-K


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


                                 DATE OF REPORT
               (DATE OF EARLIEST EVENT REPORTED): DECEMBER 4, 2003


                                 VERDISYS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


<Table>
<S>                                            <C>                             <C>
              CALIFORNIA                              333-64122                             22-3755993
    (STATE OR OTHER JURISDICTION OF            (COMMISSION FILE NUMBER)        (I.R.S. EMPLOYER IDENTIFICATION NO.)
    INCORPORATION OR ORGANIZATION)
</TABLE>


                           25025 I-45 NORTH, SUITE 525
                           THE WOODLANDS, TEXAS 77380
                              (ADDRESS OF PRINCIPAL
                                EXECUTIVE OFFICES
                                  AND ZIP CODE)

                                 (281) 364-6999
                         (REGISTRANT'S TELEPHONE NUMBER,
                              INCLUDING AREA CODE)

<PAGE>
ITEM 7.  EXHIBITS

         Exhibit 99.1 -- Press Release dated December 4, 2003.

ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

         On December 4, 2003, the Registrant issued a press release, as set
forth in Exhibit 99.1 hereto.

                                   SIGNATURES

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


                                            VERDISYS, INC.

Date: December 4, 2003.

                                            By:  /s/ Andrew Wilson
                                               --------------------------------
                                                     Andrew Wilson
                                                     Chief Financial Officer



<PAGE>
                                  EXHIBIT INDEX



          Exhibit
          Number                    Description
          -------                   ------------

           99.1          Press Release dated December 4, 2003.





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>h11080exv99w1.txt
<DESCRIPTION>PRESS RELEASE DATED DECEMBER 4, 2003
<TEXT>
<PAGE>
                                                                    EXHIBIT 99.1


    VERDISYS, INC. ANNOUNCES RESULTS FOR THE QUARTER ENDED SEPTEMBER 30, 2003

Houston, Texas - December 4, 2003: VERDISYS, INC. of Houston, Texas, (OTCBB:
VDYS.OB - News) a leading provider of patented lateral drilling oil services and
satellite solutions for energy production enhancement today announced the
restated results for the quarter ended September 30, 2003. The results have been
restated from the Company's Quarterly report on Form 10-QSB for the quarter
ended September 30, 2003 which was filed on November 19, 2003 to reflect the
Company's determination that certain revenues have been deferred until paid.
Such deferrals are reflected in the financial results which are included in
Amendment No. 2 on Form 10-QSB/A filed today.

The Company had $524,824 in revenues and an operating loss of $759,393 for the
quarter ended September 30, 2003 as compared to revenues of $20,509 and an
operating loss of $593,177 for the quarter ended September 30, 2002. The
significant increase in revenues for the three months ended September 30, 2003
was due to lateral drilling services utilizing the patented lateral drilling
technology for the first full quarter. Higher operating margins for the quarter
ended September 30, 2003 compared with the prior year were offset by increased
spending on selling, general and administrative expense. For the nine months
ended September 30, 2003, the Company had $919,115 in revenues and an operating
loss of $2,421,337 as compared to revenues of $227,332 and an operating loss of
$1,452,144 for the quarter ended September 30, 2002. The increase in revenues
for the nine months ended September 30, 2003 was due primarily to lateral
drilling services provided utilizing the patented lateral drilling technology.
There were no comparable revenues in 2002 as the license to the lateral drilling
technology was acquired in April 2003. Operating loss increased for the nine
months ended September 30, 2003 due to the impairment of certain software the
Company acquired for $1,000,000 which was written down during the year, offset
by higher gross margins from the lateral drilling services.

Dan Williams, Chief Executive Officer of Verdisys, said, "The Company achieved
record revenues and gross margins for the quarter as our lateral drilling
service business started to contribute to the Company's results. We are
disappointed we failed to achieve profitability in the quarter due to the
deferral of a significant amount of revenue and associated margins. In the final
quarter of the fiscal year we are focusing on realizing the deferred revenue
from our existing customers, diversifying our customer base for lateral drilling
services to medium to large scale natural gas providers and continuing to
strengthen the Company's balance sheet."



<PAGE>
                            STATEMENTS OF OPERATIONS
             Three and Nine Months Ended September 30, 2003 and 2002
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                Three Months                                Nine Months
                                             Ended September 30,                        Ended September 30,
                                       --------------------------------          ---------------------------------
                                          2003                 2002                  2003                 2002
                                        (Restated)                                (Restated)
                                       -----------          -----------          -----------           -----------
<S>                                    <C>                  <C>                  <C>                   <C>
Revenue
    Third parties                      $   524,824          $    20,509          $   859,115           $   227,332
    Related party                                                                     60,000
                                       -----------          -----------          -----------           -----------
    Total revenue                          524,824               20,509              919,115               227,332
                                       -----------          -----------          -----------           -----------
Cost of services
    provided                               432,021               28,107              774,085               225,562
Selling, general
    & administrative                       770,119              581,992            1,897,811             1,445,467
Depreciation
    & amortization                          62,078                3,587              108,792                 8,477
Bad debts                                   19,999                                    19,999
Impairment                                                                         1,000,000
Debt forgiveness
    income                                                                          (460,235)
                                       -----------          -----------          -----------           -----------
    Total operating
       expenses                          1,284,217              613,686            3,340,452             1,679,506
                                       -----------          -----------          -----------           -----------
    Operating loss                        (759,393)            (593,177)          (2,421,337)           (1,452,174)
                                       -----------          -----------          -----------           -----------
Other expense
  Interest expense                          43,167               38,926              140,006               101,804
                                       -----------          -----------          -----------           -----------
    NET LOSS                           $  (802,560)         $  (632,103)         $(2,561,343)          $(1,553,978)
                                       ===========          ===========          ===========           ===========
Basic and diluted net
    loss per share                           $(.03)               $(.05)               $(.12)                $(.11)
Weighted average
    shares outstanding                  26,783,077           13,553,139           21,491,391            13,553,139

</TABLE>










<PAGE>
                                 VERDISYS, INC.
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                 (Unaudited)
                                                                                 (Restated)
                                                                                September 30,          December 31,
                                                                                    2003                  2002
                                                                                -------------          ------------
<S>                                                                             <C>                    <C>
                    ASSETS
Current Assets
  Cash                                                                          $    200,501           $        135
  Accounts receivable, net of allowance for
    doubtful accounts of $0 and $22,352                                            1,575,236                 10,402
  Accounts receivable from related party                                             337,500
  Employee advances                                                                                          42,620
  Other current assets                                                               25,468
                                                                                ------------           ------------
         Total Current Assets                                                      2,138,705                 53,157
                                                                                ------------           ------------
Property and equipment, net of accumulated
  depreciation of $43,153 and $41,833                                                372,135                  3,755
License, net of accumulated
  amortization of $107,473                                                         4,917,528
                                                                                ------------           ------------
         Total Assets                                                           $  7,428,368           $     56,912
                                                                                ============           ============

         LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
  Accounts payable                                                              $    294,763           $  1,562,339
  Accrued expenses                                                                   910,186                905,461
  Deferred revenue                                                                 1,409,977                 56,180
  Notes payable to stockholders                                                      204,106              1,579,562
  Note payable on license                                                          2,020,404
                                                                                ------------           ------------
         Total Current Liabilities                                                 4,839,436              4,103,542
Deferred revenue, less current portion                                               272,751                 80,367
                                                                                ------------           ------------
         Total Liabilities                                                         5,112,187              4,183,909
                                                                                ------------           ------------
Commitments & Contingencies

Stockholders' Equity (Deficit)
  Convertible preferred stock, no par value,
    40,000,000 shares authorized
    Series B, none and 1,410,000 issued
    and outstanding                                                                                         705,000
  Common stock, $.001 par value, 60,000,000 shares
    authorized, 28,369,486 and 13,553,139 shares
    issued and outstanding                                                            28,369                 13,553
  Additional paid in capital                                                      15,793,629              6,098,924
  Accumulated deficit                                                            (13,505,817)           (10,944,474)
                                                                                ------------           ------------
         Total Stockholders' Equity (Deficit)                                      2,316,181            ( 4,126,997)
                                                                                ------------           ------------
                  Total Liabilities and Stockholders'
                    Equity (Deficit)                                            $  7,428,368           $     56,912
                                                                                ============           ============
</TABLE>

<PAGE>

About Verdisys, Inc.

Verdisys, Inc. provides proprietary oil services and solutions for Energy
Production Enhancement including patented Lateral Drilling Technologies and
secure Satellite Communications. In the U.S. and Canada, Verdisys provides oil
and gas companies with a patented lateral drilling service utilizing specially
fabricated mobile drilling rigs. These services have had more than a decade of
proven success in dramatically increasing the production of oil and gas wells.
Verdisys has developed unique, high quality and cost effective satellite
communication capabilities that provide Energy Companies access to remote sites.
The Company's key focus is on monitoring and control of applications involving
SCADA (Supervisory Control and Data Acquisition) implementations in the areas of
oil and gas exploration, production, power distribution and other energy
management applications.

For more information visit www.verdisys.com or call 281-364-6999

Safe Harbor Statement

Statements in this release that are not historical, are forward looking and
involve known and unknown risks and uncertainties, which may cause Verdisys'
actual results in future periods to be materially different from any future
performance that may be suggested in this release. Such factors may include, but
are not limited to, the need to raise equity capital, the ability to obtain
equity financing on acceptable terms, if at all, a severe worldwide slowdown in
the energy services sector, working capital constraints, fluctuations in
customer demand and commitments, fluctuation in quarterly results due to the
timing of orders and our capacity to fulfill them, introduction of new services,
commercial acceptance and viability of new services, cancellations of orders
without penalties, pricing and competition, reliance upon subcontractors, the
ability of Verdisys' customers to finance their purchases of Verdisys'services,
the timing of new technology and product introductions, and the risk of early
obsolescence.

CONTACT:

Company Contact: Andrew Wilson, Chief Financial Officer, Verdisys, Inc.
(510)-749-0836 or awilson@verdisys.com

Investor Contact: John Liviakis, Liviakis Financial Communications, Inc.
(415)-389-4670 or john@liviakis.com

Media Contact: Sinan Kanatsiz, Account Executive, K-Comm, Inc. (949)-443-9300 or
sinan@kanatsiz.com

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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