UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
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): October 14, 2005
Xenomics,
Inc.
(Exact
name of registrant as specified in its charter)
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Florida
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04-3721895
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(State
or other jurisdiction of
incorporation or organization)
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(IRS
Employer Identification
No.)
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420
Lexington Avenue, Suite 1701
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New
York, New York 10170
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(Address
of principal executive offices)
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Registrant’s
telephone number, including area code: (212) 297-0808
(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 the registrant under any of the following
provisions:
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o
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Written
communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
4.02
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Non-Reliance
on Previously Issued Financial Statements
or a Related Audit Report or Completed Interim
Review.
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On
October 14, 2005, the Company’s management, after analyzing
accounting comments received from the Staff of the Securities and Exchange
Commission in connection with the filing of the Company’s Form SB-2, recommended
to the Board of Directors of the Company, that the Company’s audited financial
statements for the fiscal year ended January 31, 2005, and its unaudited
quarterly financial statements for the quarterly period ended July 31, 2005,
should no longer be relied upon. The Board of Directors of the Company agreed
with the Company’s management and the Company restated the financial statements
for the year ended January 31, 2005 to record: a) A benefit of $2,145,101
representing the reversal of a charge to expense for acquired in-process
research and development; b) Expense of $123,063 for stock based compensation;
and c) Expense of $74,404 for deferred founders' compensation contributed
to
capital. Additionally, the Company restated the financial statements for
the six
month period ended July 31, 2005 to record expense of $453,294 for stock
based
compensation. On October 28, 2005, the Company amended its Form 10-KSB for
the
year ended January 31, 2005 and Form 10-QSB for the quarterly period ended
July
31, 2005.
The
Company’s
management and Board of Directors reached their conclusions in consultation
and
with the concurrence of the Company’s independent registered public accounting
firm, Lazar Levine & Felix LLP.
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SIGNATURE
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.
Dated: February
13, 2006
| XENOMICS, INC. | ||
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| By: | /s/ V. Randy White | |
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V.
Randy White, Ph.D.
Chief
Executive Officer
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