Healthrenu Medical (HRUM) 10QSB 2005 Q1 Quarterly report (small business)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB

(Mark One)

þ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2004

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                    to                    

Commission file number 000-21914

HEALTHRENU MEDICAL, INC.

(Exact name of small business issuer as specified in its charter)

NEVADA	84-1022287
(State or other jurisdiction of	(IRS Employer Identification No.)
incorporation or organization)

12777 Jones Road, Suite 481, Houston, Texas 77070

(Address of principal executive offices)

(281) 890-2561

(Registrant’s telephone number)

Securities registered under Section 12(b) of the Exchange Act:

NONE

Securities registered under Section 12(g) of the Exchange Act:

COMMON STOCK, $.001 PAR VALUE PER SHARE

     Check whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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. Yesþ  Noo

     Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B not contained in this form, and no disclosure will be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.o

     As of February 24, 2005 the issuer had 28,501,543 shares of common stock, $.001 par value per share outstanding.

Documents Incorporated by Reference: NONE       

          Transitional Small Business Disclosure Format: Yeso  Noþ

ITEM 1: FINANCIAL STATEMENTS

HEALTHRENU MEDICAL, INC.
FORM 10-QSB
TABLE OF CONTENTS

Unaudited Condensed Financial Statements:
Unaudited Condensed Balance Sheet as of December 31, 2004 and September 30, 2004	2
Unaudited Condensed Statement of Operations for the three months ended December 31, 2004 and 2003	3
Unaudited Condensed Statement of Stockholder’s Equity for the three months ended December 31, 2004	4
Unaudited Condensed Statement of Cash Flows for the three months ended December 31, 2004 and 2003	5
Notes to Unaudited Condensed Financial Statements	6
Certificate of the CEO and CFO Pursuant to Section 302
Certificate of the CEO and CFO Pursuant to Section 906

HEALTHRENU MEDICAL, INC.

BALANCE SHEET

December 31, 2004 and September 30, 2004

	December 31,			September 30,
	2004			2004
	(Unaudited)			(Note)
ASSETS
Current assets:
Cash and cash equivalents	$	8,765		$	7,560
Inventories		21,765			22,430
Accounts receivable		1,389			2,500
Prepaid expense		2,086			—
Total current assets		34,005			32,490
Property and equipment, net		3,689			4,048
Total assets	$	37,694		$	36,538
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	112,957		$	131,223
Accounts payable-stockholder		2,329			2,329
Accrued liabilities		15,254			58,660
Note payable to stockholder		1,000			1,000
Total current liabilities		131,540			193,212
Stockholders’ equity:
Convertible preferred stock, Series 2000A, $0.001 par value; 1,500,000 shares authorized, 1,763 shares issued and outstanding at December 31 2004 and September 30, 2004		2			2
Common stock, $.001 par value; 50,000,000 shares authorized, 26,797,876 and 22,454,451 shares issued and outstanding at December 31, 2004 and September 30, 2004, respectively		26,799			22,455
Additional paid-in capital		1,728,917			1,635,657
Unissued common stock		54,219			42,511
Accumulated deficit		(1,903,783	)		(1,857,299	)
Total stockholders’ equity		(93,846	)		(156,674	)
Total liabilities and stockholders’ equity	$	37,694		$	36,538

Note: The balance sheet at September 30, 2004 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

See accompanying notes to financial statements.

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HEALTHRENU MEDICAL, INC.

UNAUDITED CONDENSED STATEMENT OF OPERATIONS

for the three months ended December 31, 2004 and 2003

	Three Months Ended
	December 31,
	2004			2003
Sales	$	3,753		$	2,897
Cost of sales		948			2,059
Gross profit (loss)		2,805			838
General and administrative expenses		49,278			120,553
Loss from operations		(46,473	)		(119,715	)
Interest expense		11			400
Net loss	$	(46,484	)	$	(120,115	)
Weighted average shares outstanding		26,073,972			16,733,917
Basic and diluted net loss per common share	$	(0.00	)	$	(0.01	)

See accompanying notes to financial statements.

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HEALTHRENU MEDICAL, INC.

UNAUDITED CONDENSED STATEMENT OF STOCKHOLDERS’ EQUITY

for the three months ended December 31, 2004

									Additional
					Common		Common		Paid		Common
					Stock		Stock		In		Stock			Accumulated
	Shares		Amount		Shares		Amount		Capital		Committed			Deficit			Total
Balance at September 30, 2004		1,763	$	2		22,454,451	$	22,455	$	1,635,657	$	42,511		$	(1,857,299	)	$	(156,674	)
Common stock issued as settlement		—		—		25,000		25		725		—			—			750
Common stock issued as payment for liabilities		—		—		2,623,850		2,624		49,888		—			—			52,512
Issuance of common stock committed		—		—		694,575		695		13,197		(13,892	)		—			—
Common stock issued for cash		—		—		1,000,000		1,000		29,450		—			—			30,450
Cash received for common stock committed		—		—		—		—		—		25,600			—			25,600
Net loss		—		—		—		—		—		—			(46,484	)		(46,484	)
Balance at December 31, 2004		1,763	$	2		26,797,876	$	26,799	$	1,728,917	$	54,219		$	(1,903,783	)	$	(93,846	)

See accompanying notes to financial statements.

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HEALTHRENU MEDICAL, INC.

UNAUDITED CONDENSED STATEMENT OF CASH FLOWS

For the three months ended December 30, 2004 and 2003

	Three Months Ended
	December 31,
	2004			2003
Cash flows from operating activities:
Net loss	$	(46,484	)	$	(120,115	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		359			2,432
Common stock issued as settlement		750			—
Rent expense contributed by stockholder					750
Stock-based compensation for services					2,950
Stock-based employee compensation					18,750
Changes in operating assets and liabilities:
Accounts receivable		(1,389	)		—
Employee receivable		—			5,771
Other current assets		(2,086	)		3,600
Inventories		665			997
Accounts payable		(18,266	)		40,573
Accrued liabilities		9,106			(600	)
Net cash used in operating activities		(57,345	)		(44,892	)
Cash flows from investing activities:
Purchase of fixed assets		—			(3,498	)
Net cash used in investing activities		—			(3,498	)
Cash flows from financing activities:
Common stock issued for cash		30,450			—
Proceeds from common stock committed		25,600			—
Payment received on stock subscription receivable		2,500			31,000
Net cash provided by financing activities		58,550			31,000
(Decrease)/Increase in cash and cash equivalents		1,205			(17,390	)
Cash and cash equivalents, beginning of year		7,560			17,684
Cash and cash equivalents, end of year	$	8,765		$	294
Supplemental disclosure of cash flow information:
Cash paid for interest	$	—		$	—
Cash paid for income taxes	$	—		$	—
Non-cash investing and financing activities:
Issuance of common stock as payment of liability	$	52,512		$	—

See accompanying notes to financial statements

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HEALTHRENU MEDICAL, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

1.	Interim Financial Statements
	The accompanying unaudited interim financial statements have been prepared without audit pursuant to the rules and regulations of the U.S. Securities and Exchange commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted, pursuant to such rules and regulations. These unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto of HealthRenu Medical, Inc. (the “Company”) included in the Company’s Annual Report on Form 10-KSB for the year ended September 30, 2004. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of financial position, results of operations and cash flows for the interim periods presented have been included. Operating results for the interim periods are not necessarily indicative of the results that may be expected for the respective full year.
2.	Organization
	HealthRenu Medical, Inc. (the “Company”), a Nevada corporation, is headquartered in Houston, Texas. The Company provides raw materials to a third party manufacturing company who produces various skin care products that are purchased and distributed by the Company primarily to the home health care and other medical markets throughout the United States.
	The Company was originally incorporated in Delaware as Health Renu, Inc. in 1997. In September 2003, upon completion of a recapitalization through acquisition of a non-operating public shell, the name was changed to HealthRenu Medical, Inc. The public shell had no significant assets or operations at the date of acquisition. The Company assumed all liabilities of the public shell on the date of the acquisition. The historical financial statements presented herein are those of HealthRenu Medical, Inc., and its predecessor, Health Renu, Inc.
	The non-operating public shell used to recapitalize the Company was originally incorporated in Colorado as American Merger Control, Inc and subsequently adopted name changes to Ultratech Knowledge Systems, Inc., and AGTsports, Inc. In 2003, the Company was reincorporated in the state of Nevada and subsequently changed its name to its current name, HealthRenu Medical, Inc.
	On February 29, 2004, the Company entered into an agreement with a stockholder and former owner of the non-public entity to exchange 100% of the issued and outstanding shares of Health Renu, Inc., a Delaware corporation, and certain assets and liabilities of the Company for a return of 25,000 shares of common stock of the Company (which the Company has not yet received) and all proprietary trademarks, intellectual property rights and formulas to produce its products. The gain on the disposition of these assets and liabilities was $15,468.
3.	Critical Accounting Policies
	Use of Estimates
	The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect reported amounts and related disclosures. Actual results could differ from those estimates.

Continued
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HEALTHRENU MEDICAL, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

3.	Critical Accounting Policies, continued
	Revenue Recognition
	Revenue is recognized when products are shipped.
	Concentrations of Credit Risk
	Financial instruments which subject the Company to concentrations of credit risk include cash and cash equivalents and accounts receivable.
	The Company maintains its cash in well-known banks selected based upon management’s assessment of the banks’ financial stability. Balances may periodically exceed the $100,000 federal depository insurance limit; however, the Company has not experienced any losses on deposits.
	Accounts receivable generally arise from sales of various skin care products to the home health care and other medical markets throughout the United States. Collateral is generally not required for credit granted.
	Cash Equivalents
	For purposes of reporting cash flows, the Company considers all short-term investments with an original maturity of three months or less to be cash equivalents.
	Property and Equipment
	Property and equipment are recorded at cost. Depreciation is provided using the straight-line method over the estimated useful lives of the assets, which range from three to twenty-five years. Expenditures for major renewals and betterments that extend the original estimated economic useful lives of the applicable assets are capitalized. Expenditures for normal repairs and maintenance are charged to expense as incurred. The cost and related accumulated depreciation of assets sold or otherwise disposed of are removed from the accounts, and any gain or loss is included in operations.
	Inventories
	Inventories consist of raw materials, work-in-process and finished goods and are stated at the lower of cost or market. Cost is computed using actual costs on a first-in, first-out basis.
	Shipping and Delivery Costs
	The cost of shipping and delivery are charged directly to cost of sales at the time of shipment.
	Research and Development
	Research and development activities are expensed as incurred, including costs relating to patents or rights, which may result from such expenditures.

Continued
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HEALTHRENU MEDICAL, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

3.	Critical Accounting Policies, continued
	Income Taxes
	The Company uses the liability method of accounting for income taxes. Under this method, deferred income taxes are recorded to reflect the tax consequences on future years of temporary differences between the tax basis of assets and liabilities and their financial amounts at year-end. The Company provides a valuation allowance to reduce deferred tax assets to their net realizable value.
	Loss Per Share
	Basic and diluted loss per share is computed on the basis of the weighted average number of shares of common stock outstanding during each period. Common equivalent shares from convertible preferred stock and common stock options and warrants are excluded from the computation as their effect would dilute the loss per share for all periods presented. If the Company had reported net income for the three months ended December 31, 2004 or 2003, the calculation of diluted net income per share would have included 1,763 additional common equivalent shares for the Company’s convertible preferred stock.
	Impairment of Long-Lived Assets
	In the event that facts and circumstances indicate that the carrying value of a long-lived asset, including associated intangibles, may be impaired, an evaluation of recoverability is performed by comparing the estimated future undiscounted cash flows associated with the asset or the asset’s estimated fair value to the asset’s carrying amount to determine if a write-down to market value or discounted cash flow is required.
	Fair Value of Financial Instruments
	The Company includes fair value information in the notes to financial statements when the fair value of its financial instruments is different from the book value. When the book value approximates fair value, no additional disclosure is made.
	Comprehensive Income
	Comprehensive income includes such items as unrealized gains or losses on certain investment securities and certain foreign currency translation adjustments. The Company’s financial statements include none of the additional elements that affect comprehensive income. Accordingly, comprehensive income (loss) and net income (loss) are identical.
	Stock-Based Compensation
	Stock-based compensation is accounted for using the intrinsic value method prescribed in Accounting Principles Board Opinion (“APB”) No. 25, “Accounting for Stock Issued to Employees”, rather than applying the fair value method prescribed in SFAS No. 123, “Accounting for Stock-Based Compensation”, as amended by SFAS No. 148, “Accounting for Stock-Based Compensation-Transition and Disclosure”.

Continued
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HEALTHRENU MEDICAL, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

4.	Going Concern
	During the three months ended December 31, 2004, the Company has continued to accumulate payables to its vendors and has experienced negative financial results as follows:

Net loss	$	(46,484	)
Negative cash flows from operations	$	(57,345	)
Negative working capital	$	(97,535	)
Accumulated deficit	$	(1,903,783	)
Stockholders’ deficit	$	(93,846	)

Management has developed specific current and long-term plans to address its viability as a going concern as follows:

•   Effective September 2003, the Company entered into a recapitalization transaction with a public shell to gain access to public capital markets, to increase attractiveness of its equity and to create liquidity for stockholders.

•   The Company is also attempting to raise funds through debt and/or equity offerings. If successful, these additional funds will be used to pay down liabilities and to provide working capital.

•   In the long-term, the Company believes that cash flows from growth in its operations will provide the resources for continued operations.

There can be no assurance that the Company will have the ability to implement its business plan and ultimately attain profitability. The Company’s long-term viability as a going concern is dependent upon three key factors, as follows:

•   The Company’s ability to obtain adequate sources of debt or equity funding to meet current commitments and fund the continuation of its business operations in the near term.

•   The ability of the Company to control costs and expand revenues.

•   The ability of the Company to ultimately achieve adequate profitability and cash flows from operations to sustain its operations.

5.	Litigation
	In 2004, Cause Number 825,095, “David M. Loev v. HealthRenu Medical, Inc,” was filed against the Company in the County Court at Law No. 4, Harris County, Texas. The amount of damages sought by David Loev is approximately $16,600 for nonpayment of legal services he performed for the Company. The amount has been recorded as a liability as of December 31, 2004 in the accompanying financial statements.
6.	Related Party Transaction
	During the three months ended December 31, 2004, the Company issued 2,000,000 shares of its common stock as payment of accrued compensation of $40,000 owed to an officer of the Company.

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ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

This report contains forward looking statements within the meaning of Section 27a of the Securities Act of 1933 and Section 21e of the Securities Exchange Act of 1934. These forward looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or anticipated results, including those set forth under “Factors that may affect future results” in this Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this report. The following discussion and analysis should be read in conjunction with the Company’s financial statements and notes thereto included elsewhere in this report and appearing in our annual report filed in Form 10-KSB for the year ended September 30, 2004.

HealthRenu Medical, Inc. provides raw materials to a third party manufacturing company who produces various of products for skin care and wound care, that is purchased and distributed by the Company. The Company was founded by Darrell Good with the help of a Dallas, Texas pharmaceutical firm. All HealthRenu products are made with a heavy concentration of essential fatty acids. Essential fatty acids have been widely reported to have significant anti-inflammatory effects, and are currently being used in cosmetics and therapeutic vehicles. A significant amount of research and development has occurred as well as extensive product testing.

The Company’s products are specifically used for skin care and wound care. The
Company’s products are used for diabetic skin care, diabetic neuropathy, circulation, non-healing wounds, various types of skin disorders, and arthritis. The Company is aggressively pursuing additional uses for its products in other areas of the medical field. For example, the Company is researching using its products as transdermal carriers of other medications into the body, which would result in many different applications for the Company’s products

HealthRenu Medical currently has eight major products in their line, they include:

—     DERM-ALL GEL WOUND DRESSING
—     SKIN RENU’ LOTION
—     SKIN RENU’ SKIN THERAPY
—     SKIN RENU’ PLUS CIRCULATION FORMULA
—     RENU’ CARE SKIN-CARE WASH CREAM
—     HEALTH RENU’ SPORT MEDICINE
—     HEALTH RENU’ DEEP RELIEF PAIN RELIEVER
—     HEALTH RENU’ FACIAL SOAP

The Company has exclusive usage of the formulas and has the right to purchase them as well. These products have provided a very simple, cost effective way in dealing with disorders without side affects and come with a satisfaction guarantee to the medical field as well as to the household consumer. All HealthRenu products are registered with the Food and Drug Administration (“FDA”).

GOING CONCERN AND LIQUIDITY PROBLEMS

Our auditors have included an explanatory paragraph in their audit opinion with respect to our consolidated financial statements at September 30, 2004. The paragraph states that our recurring losses from operations and resulting continued dependence on access to external financing raise substantial doubts about our ability to continue as a going concern. Furthermore, the factors leading to and the existence of the explanatory paragraph may adversely affect our relationship with customers and suppliers and have an adverse effect on our ability to obtain financing.

We do not have sufficient working capital to sustain our operations. We have been unable to generate sufficient revenues to sustain our operations. We will have to obtain funds to meet our cash requirements through business alliances, such as strategic or financial transactions with third parties, the sale of securities or other financing arrangements, or we may be required to curtail our operations, seek a merger partner, or seek protection under federal bankruptcy laws. Any of the foregoing may be on terms that are unfavorable to us or disadvantageous to existing stockholders. In addition, no assurance may be given that we will be successful in raising additional funds or entering into business alliances.

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COMPARISON OF OPERATING RESULTS

Three Months Ended December 31, 2004 Compared to Three Months Ended December 31,
2003

Revenues increased from $2,897 for the three months ended December 31, 2003 to
$3,752 for the three months ended December 31, 2004. The increase in revenues is due to increased sales volume.

Cost of sales decreased from $2,059 for the three months ended December 31, 2003 to $948 for the three months ended December 31, 2004.

Gross profit increased from a gross profit of $838 for the three months ended December
31, 2003 to a gross profit of $2,805 for the three months ended December 31, 2004.

General and administrative expenses decreased from $120,553 for the three months ended December 31, 2003 to $49,278 for the three months ended December 31, 2004. The decrease in general and administrative expenses was due to lower costs related to having one employee and one office location and savings attributed to outsourcing.

The Company recorded a loss from operations of $119,715 for the three months ended December 31, 2003 compared to a loss from operations of $46,473 for the three months ended December 31, 2004. The decrease in loss from operations is principally due to the decreased general and administrative expenses.

The Company reported a net loss of $120,115 for the three months ended December 31, 2003 compared to a net loss of $46,484 for the three months ended December 31, 2004. The decrease in net loss is principally due to the decrease in general and administrative expenses.

Basic and diluted net loss per common share was $.01 for the three months ended December 31, 2003 compared to $.00 for the three months ended December 31, 2004.

LIQUIDITY AND CAPITAL RESOURCES

For the three months ended December 31, 2004 the Company has not generated positive cash flow from its own operations due to the preliminary nature of its operations and its ongoing investment in research and development. Consequently, the Company has been dependent on external financing to fund its cash requirements.

As of December 31, 2004, the Company’s cash totaled $8,765 and total current assets were $34,005. Inventory at December 31, 2004 was $21,765.

As of December 31, 2004, the Company’s accounts payable totaled $112,957 of which $41,688 was payable to a former officer. Total current liabilities were $131,540.

It is imperative that the Company raise capital to implement its business plan. The Company will require approximately $500,000 of additional financing to implement its business plan. At this time, no such additional financing has been secured or identified. If the Company is unable to obtain debt and/or equity financing upon terms that management deems sufficiently favorable, or at all, it would have a materially adverse impact upon the Company’s ability to pursue its aggressive marketing strategy and maintain its current operations. Without additional capital funding, the Company believes it cannot continue to operate in 2005 and could not expand or meet its business objectives. If the Company does not receive external financing, its revenue stream would not expand, would likely decrease and significant opportunities would be lost which would be a limiting factor on the Company’s growth.

The Company is currently exploring all opportunities to raise the capital necessary to develop it business operations.

There can be no assurance that any new capital would be available to the Company or that adequate funds for the Company’s operations, whether from the Company’s revenues, financial markets, or other arrangements will be available when needed or on terms satisfactory to the Company. The Company has no commitments from officers, directors or affiliates to provide funding. The failure of the Company to obtain adequate

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additional financing may require the Company to delay, curtail or scale back some or all of its operations, sales, marketing efforts and research and development programs. Any additional financing may involve dilution to the Company’s then-existing shareholders.

ITEM 3. CONTROLS AND PROCEDURES

(a)

Evaluation of disclosure controls and procedures. Our chief executive officer and principal financial officer, after evaluating the effectiveness of the Company’s “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this annual report (the “Evaluation Date”), has concluded that as of the Evaluation Date, our disclosure controls and procedures were adequate and designed to ensure that material information relating to us and our consolidated subsidiaries would be made known to them by others within those entities.

(b)

Changes in internal control over financial reporting. There were no significant changes in our internal control over financial reporting during the fourth fiscal quarter that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

In 2004, Cause Number 825,095, “David M. Loev v. HealthRenu Medical, Inc,” was filed against the Company in the County Court at Law No. 4, Harris County, Texas. The amount of damages sought by David Loev is approximately $16,600 for nonpayment of legal services he performed for the Company. The company is defending the lawsuit and attempting to settle the matter.

ITEM 2. CHANGES IN SECURITIES

During the quarter ended December 31, 2005 we issued 4,343,425 shares of our common stock. A total of 2,648,850 shares were issued in payment of certain liabilities including settlements for debt in the amount of $53,312. The remaining 1,694,575 shares were sold to directors and family of affiliates for the sum of $69,942 in exempt transactions under Section 4(1) of the Securities Act of 1933.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

a)   Exhibits

Exhibit No.		Description
31.1	Certificate of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certificate of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

b)	Reports on Form 8-K.
	NONE

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SIGNATURES

     In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	HEALTHRE NU MEDICAL, INC.
DATED: February 24, 2005	By:	/s/ Robert W. Prokos
		Robert W. Prokos
		Chief Executive Officer and
		Principal Financial Officer

     In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

NAME	TITLE	DATE
/s/ Robert w. Prokos	Chief Executive Officer	February 24, 2005
	and Director
Robert W. Prokos	(Principal Financial Officer)