UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): March 21, 2011
BIOCUREX, INC.
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(Exact name of Registrant as specified in its charter)
Texas 0-269471 75-2742601
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
7080 River Road, Suite 215,
Vancouver, British Columbia, Canada, V6X 1X5
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(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (866) 884-8669
N/A
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(Former name or former address if changed since last report)
Check 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 (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-14(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
On March 21, 2011, management of BioCurex, Inc. (the "Company"), in consultation
with its accounting consultants, concluded that the Company's previously issued
financial statements for the year ended December 31, 2009, should not be relied
upon due to errors in those financial statements. The errors solely relate to
the classification of a derivative embedded in convertible financial instruments
that were modified in August 2009. The Company has filed its Annual Report on
Form 10-K for the year ended December 31, 2010, which included the restated
financial statements for the year ended December 31, 2009. The reclassification
of the embedded derivatives had no impact on the Company's liquidity or cash
position.
By way of background, in August 2009, the Company entered into a loan
modification agreement with the holders of its convertible notes. In accordance
with ASC 470-50, the Company deemed the terms of the amendment to be
substantially different and treated the original convertible notes as
extinguished and exchanged for new convertible notes. In accordance with ASC
470-20, the Company determined there was no intrinsic value to the conversion
feature and thus no beneficial conversion feature. As a result, the Company
recorded a discount equal to the difference of the face value of the new note
and the present value of the revised cash flows under the notes.
The Company and its accounting consultants subsequently determined that it was
more appropriate that the conversion feature be classified as derivative
liability. Accordingly, the Company recorded the fair value of the derivative
liability on the date of issuance and the change in fair value of the derivative
liability in its financial statements for the year ended December 31, 2010 and
restated financial statements for the year ended December 31, 2009.
Gladys Chan, the Company's Principal Financial and Accounting Officer discussed
the matters disclosed in this report with Dr. Ricardo Moro, the Company's
Principal Executive Officer. Ms. Chan also discussed the matters disclosed in
this report with the Company's independent registered public accounting firm. No
other officers or directors of the Company discussed the matters disclosed in
this report with the Company's independent registered public accounting firm.
As a result of the restatement, the Company's management has been assessing the
effectiveness of the Company's internal control over financial reporting and
disclosure controls and procedures. Although the Company engages an accounting
consultant to assist with accounting for complex transactions, derivative
accounting issues are of such a complex nature that the Company will consider
engaging third party professionals with specialized expertise in these matters
in the future, as necessary, to ensure appropriate accounting treatment for such
transactions.
SIGNATURES
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.
Date: June 17, 2011
BIOCUREX, INC.
By: /s/ Ricardo Moro
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Dr. Ricardo Moro, President
