UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): July 11, 2006
HEALTHRENU MEDICAL, INC.
(Exact name of registrant as specified in its charter)
Nevada 000-21914 25-1907744
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
12777 Jones Road, Suite 481, Houston, TX 77070
(Address of Principal Executive Offices) (Zip Code)
Our telephone number, including area code: (281) 890-2561
Not Applicable
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of us under any of the following
provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Section 4 - Matters Related to Accountants and Financial Statements
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
(a) On July 11, 2006, the Chief Executive Officer of the Company, in
consultation with Malone & Bailey, P.C. ("M&B"), the Company's independent
public accountant, concluded that the Company's historical financial statements
for the fiscal year ended September 30, 2005 and the fiscal quarters ended
December 31, 2005 and March 31, 2006 should be restated to correct certain
errors relating to the accounting for certain debt financings conducted by the
Company in August and September 2005 and February 2006 as well as certain
compensatory warrants issued by the Company and that such financial statements
should no longer be relied upon. The Company has conducted a review of its
accounting treatment of these transactions and is correcting its method of
accounting for such transactions. The restatements relate to the accounting for
the variable conversion features on the Company's 8% Convertible Notes and
warrants. The conversion features on the notes and warrants have been determined
to be an imbedded derivative under SFAS 133, which is required to be reflected
as a liability at fair value. The notes and warrants were previously reflected
as containing a beneficial conversion feature under EITF 98-5. The correction
relates solely to the accounting treatment of these transactions and does not
affect the Company's historical cash flow. Accordingly, the previously issued
financial statements for such periods should no longer be relied upon.
The Company's financial statements for the fiscal year ended September 30, 2005
and the fiscal quarters ended December 31, 2005 and March 31, 2006 will be
restated. The Company will file the restated financial statements as amendments
to periodic reports with the SEC on the appropriate forms as soon as
practicable. The Chief Executive Officer of the Company has discussed the
matters disclosed in this Current Report on Form 8-K, with M&B.
Safe Harbor Statement
This Form 8-K contains forward-looking statements. These statements may be
identified by their use of words, such as "estimate", "expect", "intend" and
other words and terms of similar meaning, in connection with any discussion of
the Company's financial statements, business, financial condition, results of
operations or liquidity. Factors that could affect the Company's forward-looking
statements include, among other things: the restatement of the financial
statements for the fiscal year ended September 30, 2005 and the for the fiscal
quarters ended December 31, 2005 and March 31, 2006; negative reactions from the
Company's stockholders, creditors, customer or employees to the results of the
restatement or delay in providing financial information caused by restatement;
the impact and result of any litigation (included private litigation), or of any
investigation by the SEC or any investigation by any other governmental agency
related to the Company; the Company's ability to manage its operations during
and after the financial statement restatement process; the Company's ability to
successfully implement internal controls and procedures that remediate any
material weakness in controls and ensure timely, effective and accurate
financial reporting; changes in economic conditions; and other risks detailed
from time to time in the Company's SEC reports. The Company cautions readers not
to place undue reliance on any forward-looking statements, which speak only as
of the date on which they are made. Several factors, including those identified
above, could cause actual events to differ materially from the forward-looking
statements. The Company does not undertake any obligation to update or revise
any forward-looking statements to reflect subsequent events or circumstances.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, we
have duly caused this report to be signed on our behalf by the undersigned
hereunto duly authorized.
Date: July 11, 2006
HEALTHRENU MEDICAL, INC.
(Registrant)
By: /s/ Robert W. Prokos
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Name: Robert W. Prokos
Title: President and Chief Executive Officer