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): February 8, 2006
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
February 8, 2005, the Company’s management, after a discussion with the Staff of
the Securities and Exchange Commission regarding accounting comments received
in
connection with the filing of Amendment No. 2 to the Company’s Form SB-2,
recommended to the Audit Committee of the Company, that the Company’s unaudited
quarterly financial statements for the quarterly period ended July 31,
2005 and
for the quarterly period ended October 31, 2005, should no longer be relied
upon. The Audit Committee agreed with the Company’s management and the Company
restated these financial statements to record cumulative expense of $598,137
and
$418,474 for the six and nine month periods ended July 31, 2005 and October
31,
2005, respectively, for expense associated with warrants issued in connection
with a financing transaction on July 13, 2005. On February 13, 2006, the
Company
amended its Form 10-QSB/A for the quarterly period ended July 31, 2005
and its
Form 10-QSB for the quarterly period ended October 31, 2005 .
The
Company’s management and Audit
Committee 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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