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<SEC-DOCUMENT>0000950129-04-000035.txt : 20040106
<SEC-HEADER>0000950129-04-000035.hdr.sgml : 20040106
<ACCEPTANCE-DATETIME>20040106145605
ACCESSION NUMBER:		0000950129-04-000035
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20040105
ITEM INFORMATION:		Financial statements and exhibits
ITEM INFORMATION:		Regulation FD Disclosure
FILED AS OF DATE:		20040106

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:		04509689

	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>h11664e8vk.txt
<DESCRIPTION>VERDISYS, INC.- JANUARY 5, 2004
<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): JANUARY 5, 2004


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


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


                           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 January 5, 2004.

ITEM 9. REGULATION FD DISCLOSURE

         On January 5, 2004, Verdisys, Inc. (the "Company") issued a press
release announcing revisions to certain of its projections contained in its
slide presentation filed under Exhibit 99.1 to its Current Report on Form 8-K
filed on November 17, 2003. This release, which is incorporated by reference
into this Item 9 from Exhibit 99.1 hereof, is being furnished solely for the
purpose of complying with Regulation FD. The press release is being furnished,
not filed, pursuant to Regulation FD. Accordingly, the press release will not be
incorporated by reference into any registration statement filed by the Company
under the Securities Act of 1933, as amended, unless specifically identified
therein as being incorporated therein by reference. The furnishing of the press
release is not intended to, and does not, constitute a determination or
admission by the Company that the information in the press release is material
or complete, or that investors should consider this information before making an
investment decision with respect to any security of the Company or any of its
affiliates.

         Additionally, the press release contains forward-looking statements and
information regarding the future performance and actions of the Company that
involve risks and uncertainties that could cause actual results and actions to
differ materially, including, but not limited to, failure to complete proposed
acquisitions, failure to service or refinance debt, failure to complete asset
sales, economic conditions, customer demand, increased competition in the
relevant market, and other factors beyond the control of the Company. All of
such forward-looking statements are qualified by the documents that the Company
files from time to time with the Securities and Exchange Commission, such as the
Form 10-K, Form 10-Q and Form 8-K reports, which contain additional important
factors that could cause actual results to differ from its current expectations
and from the forward-looking statements made in this presentation.


                                   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: January 6, 2004.

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

<PAGE>

                                  EXHIBIT INDEX

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

    99.1                Press Release dated January 5, 2004.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>h11664exv99w1.txt
<DESCRIPTION>PRESS RELEASE DATED JANUARY 5, 2004
<TEXT>
<PAGE>

                                                                   EXHIBIT 99.1


      VERDISYS, INC. REVISES REVENUE PROJECTIONS AND FINANCIAL DISCLOSURES


Houston, Texas - January 5, 2004: VERDISYS, INC. of The Woodlands, Texas,
(OTCBB: VDYS.OB - News) a leading provider of patented lateral drilling oil
services and satellite solutions for energy production enhancement, today
revised its revenue forecast for the quarter ended December 31, 2003 and
projected revenues for 2004 previously disclosed in its form 8K filing dated
November 17, 2003. The revenue forecast for the quarter ended December 31, 2003
is revised downwards to $636,000. The Company has determined that the ability
and/or willingness to pay of certain of its customers, and in particular Edge
Capital Group, Inc., have adversely affected its revenue forecast and backlog.
The Company is in a dispute with Edge Capital regarding its obligation to pay
the prior amounts of $1,496,000 for drilling under the lateral drilling service
agreement with Edge Capital during the third quarter of 2003. The Company has
not recognized any revenue not received under such contracts, and is attempting
to reach a mutually agreeable resolution to such dispute. An announcement will
be made at such time as an agreement has been reached, however, there can be no
assurance that a mutually agreeable resolution will be reached.
Consequently the Company is revising its projections to recognize revenue from
such customers. The Company has also revised its revenue projections for fiscal
year 2004 as follows:

                   1Q04      2Q04      3Q04      4Q04      FY04
                   ----      ----      ----      ----      ----

Revenue (`000s)    $813     $1,675    $4,097    $7,364    $13,949
                   ----     ------    ------    ------    -------

Such revenue projections may be revised depending upon the resolution of certain
contract disputes for which the Company is considering all the various options
available to it. The Company is in the process of revising its projections for
fiscal year 2005 and is withdrawing any prior projections until such time as the
new projections are available. Based upon the revised revenue projections the
Company anticipates that it will be profitable in the quarter ending June 30,
2004.

The Company has four company owned lateral drilling rigs as of January 1, 2004
as well as two rigs available on a rental basis. The current rig count is
considered sufficient to meet all the Company's lateral drilling service
requirements through the third quarter of 2004.

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 also developed and markets unique, high

<PAGE>

quality and cost effective satellite communication capabilities that provide
energy companies access to remote sites. The Company's focus in this area 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 pay for Verdisys' services, the timing of new
technology and product introductions, and the risk of early obsolescence.

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