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): October 14, 2011

REVOLUTIONS MEDICAL CORPORATION
(Exact name of registrant as specified in its charter)

Nevada
000-28629
73-1526138
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identifica­tion No.)

670 Marina Drive, 3rd Floor
Charleston, SC 29492
(Address of principal executive offices)
 
(843) 971-4848
Registrant’s telephone number, including area code

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:

¨ 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))
 
 
 

 
 
Item 4.02  Non-Reliance on Previously Issued Financial Statements or a Related Audit Report orCompleted Interim Review.

On October 14, 2011, upon management’s recommendation to the Board of Directors (the “Board”) of Revolutions Medical Corporation (the “Company”), the Board determined that the Company’s financial statements for the year ended December 31, 2010, the three months ended March 31, 2011 and the three months ended June 30, 2011, should no longer be relied upon as a result of certain accounting for conversion features embedded within its convertible notes. The Company determined that the embedded conversion feature (ratchet down of exercise price based upon the lower exercise price in future offerings) are not indexed to the Company’s own stock and, therefore, is considered an embedded derivative financial liability, which requires bifurcation and to be separately accounted for pursuant to Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities (ASC 815-40-25).  Additionally, the Company restated certain non-cash valuations related to stock issued for certain settlements with prior management.

The Company’s Chief Financial Officer has discussed all of the items above with the Company’s independent accountants for the aforementioned financial period.  On September 15, 2011, the Company amended its Annual Report on form 10-K for the year ended December 31, 2010.  The Company also intends to file its restated financial statements for the three months ended March 31, 2011 and the three months ended June 30, 2011.

This report may contain forward-looking statements that involve risks and uncertainties. We generally use words such as “believe,” “may,” “could,” “will,” “intend,” “expect,” “anticipate,” “plan,” and similar expressions to identify forward-looking statements. You should not place undue reliance on these forward-looking statements. Our actual results could differ materially from those anticipated in the forward-looking statements for many reasons. Although we believe the expectations reflected in the forward-looking statements are reasonable, they relate only to events as of the date on which the statements are made, and our restated financial statements, future results, levels of activity, performance or achievements may not meet these expectations. We do not intend to update any of the forward-looking statements after the date of this document to conform these statements to actual results or to changes in our expectations, except as required by law.
 
 
 

 
 
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.


     
REVOLUTIONS MEDICAL CORPORATION
       
           
Date: October 21, 2011
 
By:
/s/ Rondald L. Wheet
 
       
Name: Rondald L. Wheet
 
       
Title: Chief Executive Officer