On March 16, 2012, the Board of Directors of CardioGenics Holdings Inc. (the "Company"), after consultation with and upon the recommendation of management after review with Registrant’s independent accountant, concluded that the Company's previously issued audited financial statements as of and for the year ended October 31, 2011, as presented in the Company's Form 10-K for that same period, should no longer be relied upon. The Company will be filing a Form 10-K/A restating its financials for this period as soon as practicable.

The following discussion describes the adjustments that will be made in the Form 10-K/A.

The financial statements for the year ended October 31, 2011, will be restated to reflect the issuance in the year of warrants which were granted on a fully vested nonforfeitable basis as an expense of $1.5 million for the year and a resultant write off of the prepaid asset set up which relates to these warrants. In addition, the recording of certain tax related income and expenses, netting to an approximate income of $40,000 will also be reflected.