content: Registration  No.  33-
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
  
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                              HEALTHRENU MEDICAL, INC.
                             --------------------------
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
  
              NEVADA                                              84-1022287
  -------------------------------                           ----------------------
  (STATE  OR  OTHER  JURISDICTION                              (IRS  EMPLOYER
        OF  INCORPORATION)                                    IDENTIFICATION  NO.)
  
  
  307  SOUTH  FRIENDSWOOD  DRIVE,  SUITE  E-1,  FRIENDSWOOD,  TX         77546
  --------------------------------------------------------------        -------
           (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                   (ZIP CODE)
  
  
                             STOCK ISSUANCE PURSUANT TO
                          2003 CONSULTING AGREEMENTS PLAN
                         ----------------------------------
                              (FULL TITLE OF THE PLAN)
  
  
                                                   COPY  TO:
  RANDY  MULLINS                               DAVID  M.  LOEV,  ATTORNEY  AT  LAW
  HEALTHRENU  MEDICAL,  INC.                   2777  ALLEN  PARKWAY
  307  SOUTH FRIENDSWOOD DRIVE, SUITE  E-1     SUITE  1000
  FRIENDSWOOD,  TEXAS  77546                   HOUSTON,  TEXAS  77019
  (888)  583-3356                              (713)  524-4110
  NAME,  ADDRESS  AND  TELEPHONE
  (NUMBER  OF  AGENT  FOR  SERVICE)
  
  
       APPROXIMATE DATE OF PROPOSED SALES PURSUANT TO THE PLAN:  FROM TIME TO TIME
  AFTER  THE  EFFECTIVE  DATE  OF  THIS  REGISTRATION  STATEMENT.
  
  <TABLE>
  <CAPTION>
  
                                   CALCULATION OF REGISTRATION FEE
  
  
  TITLE OF SECURITIES            AMOUNT TO BE    PROPOSED MAXIMUM     PROPOSED     AMOUNT OF
  TO BE REGISTERED                REGISTERED    OFFERING PRICE PER    MAXIMUM    REGISTRATION
                                                      SHARE (1)      AGGREGATE       FEE
                                                                   OFFERING PRICE
  -----------------------------  -------------  -------------------  ----------  -------------
  <S>                            <C>            <C>                  <C>         <C>
  Common Stock, $.001 par value      2,975,000        $  2.50        $7,437,500     $  601.70
  -----------------------------  -------------  -------------------  ----------  -------------
  <FN>
  
  (1)     Calculated  in accordance with Rule 457(c) solely for the purpose of determining the
  registration  fee.  The  offering  price  is based on the last sale price as reported on the
  </TABLE>
  
  
  <PAGE>
  
  
                                       PART I
  
                  INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
  
  
  ITEM  1.     PLAN  INFORMATION
  
       Information  required  by  Item 1 is included in documents sent or given to
  participants  in  the  Plan  pursuant  to  Rule 428(b)(1) of the Securities Act.
  
  ITEM  2.     REGISTRATION  INFORMATION  AND  EMPLOYEE  PLAN  ANNUAL  INFORMATION
  
       Information  required  by  Item 2 is included in documents sent or given to
  participants  in  the  Plan  pursuant  to  Rule 428(b)(1) of the Securities Act.
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE
  
       The  following  documents filed with the Securities and Exchange Commission
  (the  "Commission")  are  incorporated  by  reference  into  this  Registration
  Statement  and  are  made  a  part  hereof:
  
  (a)  The  Company's  Annual Report on Form 10-KSB filed on January 14, 2003, for
       the  fiscal year ended September 30, 2002, which includes audited financial
       statements  as  of  and  for  the  year  ended  September  30,  2002.
  (b)  All  other reports filed pursuant to Section 13(a) or 15(d) of the Exchange
       Act  since the end of the fiscal year covered by the Annual Report referred
       to  in  Item  3(a)  above.
  
       All documents subsequently filed by the Company pursuant to Sections 13(a),
  13(c),  14  and  15(d) of the Securities Exchange Act of 1934, as amended, after
  the  date  of  filing  this Registration Statement and prior to such time as the
  Company  files  a  post-effective amendment to this Registration Statement which
  indicates that all securities offered hereby have been sold or which deregisters
  all  securities  then  remaining  unsold,  shall be deemed to be incorporated by
  reference  in  this Registration Statement and to be a part hereof from the date
  of  filing  of  such  documents.
  
       Any  statement  contained  in  a  document  incorporated  or  deemed  to be
  incorporated  herein  by  reference shall be deemed to be modified or superceded
  for  the  purpose  of this Registration Statement to the extent that a statement
  contained  herein  or  in  any  subsequently filed document which is also, or is
  deemed  to  be,  incorporated  herein  by  reference modifies or supercedes such
  statement.  Any  such  statement  so modified or superceded shall not be deemed,
  except  as  so modified or superceded, to constitute a part of this Registration
  Statement.
  
  ITEM  4.     DESCRIPTION  OF  SECURITIES
  
  COMMON  STOCK
  
       GENERAL.  The  Company  is  authorized to issue 50,000,000 shares of Common
  Stock,  $.001  par  value  per  share.
  
       The  holders of the Common Stock are entitled to receive dividends when, as
  and  if  declared  by  the  Board  of  Directors, out of funds legally available
  therefor.  In  the  event  of  liquidation,  dissolution  or  winding  up of the
  Company,  the  holders  of the Common Stock are entitled to share ratably in all
  assets remaining available for distribution to them after payment of liabilities
  and  after  provision  has  been  made  for  each class of stock, if any, having
  preference  over the Common Stock.  The holders of the Common Stock as such have
  no conversion, sinking fund, cumulative, preemptive or other subscription rights
  and  there  are  no  redemption  provisions  applicable  to  the  Common  Stock.
  
       VOTING  RIGHTS.  The  holders  of the Common Stock are entitled to one vote
  for  each  share  held  of record on all matters to be voted on by stockholders.
  There  is  no  cumulative voting with respect to the election of directors, with
  the  results  that the holders of shares having more than fifty percent (50%) of
  the  votes  for  the  election  of  directors  can  elect  all of the directors.
  
  <PAGE>
  
       DIVIDEND  POLICY.  To  date,  the Company has not paid any dividends on its
  Common  Stock.  The  payment  of  dividends, if any, in the future is within the
  discretion  of  the  Board  of  Directors  and  will  depend  upon the Company's
  earnings,  its  capital  requirements and financial condition and other relevant
  factors.  The  Board does not intend to declare any dividends in the foreseeable
  future,  but  instead  intends  to  retain  all earnings, if any, for use in the
  Company's  business  operations.
  
  ITEM  5.     INTEREST  OF  NAMED  EXPERTS  AND  COUNSEL
  
       Legal  counsel  for  the  Registrant  is  the  owner  of  200,000 shares of
  free-trading  common  stock  in connection with this S-8 registration statement.
  
  
  ITEM  6.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS
  
       The Company's Articles of Incorporation, as amended, eliminate the personal
  liability  of  directors  and  officers  to the Company for monetary damages for
  breach  of  fiduciary duty to the extent permitted by Nevada law.  The Company's
  Bylaws  provide  that the Company shall have the power to indemnify its officers
  and  directors  to  the extent permitted by Nevada law.  Nevada law authorizes a
  corporation  to  indemnify  directors,  officers,  employees  or  agents  of the
  corporation  in  non-derivative suits if such party acted in good faith and in a
  manner  he  reasonably  believed to be in or not opposed to the best interest of
  the  corporation  and, with respect to any criminal action or proceeding, had no
  reasonable  cause  to  believe  his  conduct  was  unlawful,  as  determined  in
  accordance  with  Nevada  law.
  
  The  provisions  affecting  personal  liability  do  not  abrogate  a director's
  fiduciary  duty  to  the  Company  and  its shareholders, but eliminate personal
  liability for monetary damages for breach of that duty.   The provisions do not,
  however,  eliminate  or  limit the liability of a director for failing to act in
  good faith, for engaging in intentional misconduct or knowingly violating a law,
  for  authorizing  the  illegal payment of a dividend or repurchase of stock, for
  obtaining  an  improper  personal  benefit,  for  breaching a director's duty of
  loyalty,  which  is  generally  described  as  the  duty  not  to  engage in any
  transaction  which  involves  a conflict between the interest of the Company and
  those  of  the  director,  or  for  violations  of  the federal securities laws.
  
       The  provisions  regarding  indemnification  provide,  in essence, that the
  Company  will  indemnify  its  directors  against  expenses (including attorneys
  fees),  judgments,  fines and amounts paid in settlement actually and reasonably
  incurred  in  connection  with any action, suit or proceeding arising out of the
  director's  status as a director of the Company, including actions brought by or
  on behalf of the Company (shareholder derivative actions). The provisions do not
  require  a  showing  of good faith where the director or officer has been wholly
  successful  on the merits in defense of any action, suit or proceeding for which
  the  director  or  officer  may  be  indemnified.  Moreover, they do not provide
  indemnification  for  liability  arising  out  of  willful misconduct, fraud, or
  dishonesty,  for  "short-swing"  profits violations under the federal securities
  laws,  for  the  receipt  of  illegal remuneration or if the director received a
  benefit  in  money,  property  or  services to which the director is not legally
  entitled.  The  provisions also do not provide indemnification for any liability
  to  the  extent  such  liability  is  covered  by  insurance.
  
       The  provisions  also  limit  or indemnify against liability resulting from
  grossly  negligent  decisions  including  grossly  negligent  business decisions
  relating  to  attempts  to  change  control  of  the  Company.
  
  ITEM  7.     EXEMPTION  FROM  REGISTRATION  CLAIMED
  
       Not  applicable.
  
  ITEM  8.     EXHIBITS
  
   5.1     Opinion  and  consent  of  David  M.  Loev, Attorney at Law re: the
           legality  of  the  shares  being  registered
  10.1     Consulting  Services  Agreement  with  Rob  Prokos
  10.2     Consulting  Services  Agreement  with  Greg  Lemon
  10.3     Consulting  Services  Agreement  with  David  M.  Loev
  10.4     Consulting  Services  Agreement  with  Michael  Mcclere
  10.5     Consulting  Services  Agreement  with  Hannah  M.  Loev
  23.1     Consent  of  David  M.  Loev, Attorney at Law (included in Exhibit
           5.1)
  23.2     Consent  of Brimmer, Burek & Keelan, LLP
  
  <PAGE>
  
  ITEM  9.     UNDERTAKINGS
  
  (a)  The  registrant  hereby  undertakes:
  
       (1)  To  file, during any period in which offers or sells are being made, a
            post-effective amendment to this registration statement to reflect any
            facts  or events arising after the effective date of this Registration
            Statement (or the most recent post-effective amendment thereof) which,
            individually  or  in  the aggregate, represent a fundamental change in
            the  information set forth in this Registration Statement contained in
            periodic  reports  filed  with  or  furnished to the Commission by the
            Company  pursuant  to  section  13  or section 15(d) of the Securities
            Exchange  Act  of  1934  that  are  incorporated  by reference in this
            Registration  Statement  and  to include any material information with
            respect  to  the  plan of distribution not previously disclosed in the
            registration  statement  or any material change to such information in
            the  registration  statement.
  
       (2)  That,  for  the  purpose of determining liability under the Securities
            Act  of  1933, each post-effective amendment shall be treated as a new
            registration  statement of the securities offered, and the offering of
            the  securities  at  that  time shall be deemed to be the initial bona
            fide  offering  thereof.
  
       (3)  To  file a post-effective amendment to remove from registration any of
            the  securities  being registered that remain unsold at the end of the
            offering.
  
  (b)  The  undersigned  registrant  hereby  undertakes  that,  for  purposes  of
       determining  any liability under the Securities Act of 1933, each filing of
       the  registrant's  annual report pursuant to Section 13(a) or Section 15(d)
       of  the Securities Exchange Act of 1934 (and, where applicable, each filing
       of  an  employee  benefit plan's annual report pursuant to Section 15(d) of
       the  Securities  Exchange Act of 1934) that is incorporated by reference in
       the  registration  statement  shall  be  deemed  to  be  a new registration
       statement  relating  to the securities offered therein, and the offering of
       such  securities  at  that time shall be deemed to be the initial bona fide
       offering  thereof.
  
  (c)  Insofar as indemnification for liabilities arising under the Securities Act
       of  1933 may be permitted to directors, officers and controlling persons of
       the  registrant  pursuant  to  the  foregoing provisions, or otherwise, the
       registrant  has  been  advised  that  in  the opinion of the Securities and
       Exchange  Commission  such  indemnification  is  against  public  policy as
       expressed  in the Act and is, therefore, unenforceable. In the event that a
       claim  for indemnification against such liabilities (other than the payment
       by  the  registrant  of expenses incurred or paid by a director, officer or
       controlling  person  of  the  registrant  in  the successful defense of any
       action,  suit  or  proceeding)  is  asserted  by  such director, officer or
       controlling  person in connection with the securities being registered, the
       registrant  will,  unless in the opinion of its counsel the matter has been
       settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
       jurisdiction  the  question  whether  such indemnification by it is against
       public  policy  as  expressed  in the Act and will be governed by the final
       adjudication  of  such  issue.
  
  <PAGE>
  
                                     SIGNATURES
  
       Pursuant  to the requirements of the Securities Act of 1933, the registrant
  certifies  that  it  has  reasonable grounds to believe that it meets all of the
  requirements  for  filing  on  Form  S-8  and  has duly caused this registration
  statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
  authorized,  in  the  City  of  Friendswood, Texas on the 26th  day of November,
  2003.
  
       HEALTHRENU  MEDICAL,  INC.
  
  
       BY:  /s/  Randy  Mullins
       -----------------------------------------------
       Randy  Mullins,  Chief  Executive  Officer
  
       Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
  registration  statement  has  been  signed  by  the  following  persons  in  the
  capacities  and  on  the  date  indicated.
  
       SIGNATURES               TITLE                                    DATE
       ----------               -----                                    ----
  
  
   /s/  Darrell  Good          President                         November 26, 2003
  -------------------
  Darrell  Good
  
   /s/  Randy  Mullins         Chief  Executive Officer and      November 26, 2003
  --------------------         Principal  Financial  and
  Randy  Mullins               Accounting Officer
  
  
  <PAGE>
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 16260}]
metadata_filer: {"company-data": {"conformed-name": "HEALTHRENU MEDICAL INC", "cik": "0000791118", "assigned-sic": "6770", "irs-number": "841022287", "state-of-incorporation": "CO", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-110829", "film-number": "031027457"}, "business-address": {"street1": "7255 E. QUINCY AVENUE", "street2": "SUITE 550", "city": "DENVER", "state": "CO", "zip": "80237", "phone": "303-437-9434"}, "mail-address": {"street1": "P O BOX 620", "city": "TAMPA", "state": "FL", "zip": "33601"}, "former-company": [{"former-conformed-name": "AGTSPORTS INC", "date-changed": "19930616"}, {"former-conformed-name": "ULTRATECH KNOWLEDGE SYSTEMS INC", "date-changed": "19920703"}, {"former-conformed-name": "AMERICAN MERGER CONTROL INC /CO/", "date-changed": "19900823"}]}
text: Registration  No.  33-
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                              HEALTHRENU MEDICAL, INC.
                             --------------------------
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
  
              NEVADA                                              84-1022287
  -------------------------------                           ----------------------
  (STATE  OR  OTHER  JURISDICTION                              (IRS  EMPLOYER
        OF  INCORPORATION)                                    IDENTIFICATION  NO.)
  
  307  SOUTH  FRIENDSWOOD  DRIVE,  SUITE  E-1,  FRIENDSWOOD,  TX         77546
  --------------------------------------------------------------        -------
           (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                   (ZIP CODE)
  
                             STOCK ISSUANCE PURSUANT TO
                          2003 CONSULTING AGREEMENTS PLAN
                         ----------------------------------
                              (FULL TITLE OF THE PLAN)
  
                                                   COPY  TO:
  RANDY  MULLINS                               DAVID  M.  LOEV,  ATTORNEY  AT  LAW
  HEALTHRENU  MEDICAL,  INC.                   2777  ALLEN  PARKWAY
  307  SOUTH FRIENDSWOOD DRIVE, SUITE  E-1     SUITE  1000
  FRIENDSWOOD,  TEXAS  77546                   HOUSTON,  TEXAS  77019
  (888)  583-3356                              (713)  524-4110
  NAME,  ADDRESS  AND  TELEPHONE
  (NUMBER  OF  AGENT  FOR  SERVICE)
  
       APPROXIMATE DATE OF PROPOSED SALES PURSUANT TO THE PLAN:  FROM TIME TO TIME
  AFTER  THE  EFFECTIVE  DATE  OF  THIS  REGISTRATION  STATEMENT.
  CALCULATION OF REGISTRATION FEE
  
  TITLE OF SECURITIES            AMOUNT TO BE    PROPOSED MAXIMUM     PROPOSED     AMOUNT OF
  TO BE REGISTERED                REGISTERED    OFFERING PRICE PER    MAXIMUM    REGISTRATION
                                                      SHARE (1)      AGGREGATE       FEE
                                                                   OFFERING PRICE
  -----------------------------  -------------  -------------------  ----------  -------------
  Common Stock, $.001 par value      2,975,000        $  2.50        $7,437,500     $  601.70
  -----------------------------  -------------  -------------------  ----------  -------------
  (1)     Calculated  in accordance with Rule 457(c) solely for the purpose of determining the
  registration  fee.  The  offering  price  is based on the last sale price as reported on the
  PART I
  
                  INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
  
  ITEM  1.     PLAN  INFORMATION
  
       Information  required  by  Item 1 is included in documents sent or given to
  participants  in  the  Plan  pursuant  to  Rule 428(b)(1) of the Securities Act.
  
  ITEM  2.     REGISTRATION  INFORMATION  AND  EMPLOYEE  PLAN  ANNUAL  INFORMATION
  
       Information  required  by  Item 2 is included in documents sent or given to
  participants  in  the  Plan  pursuant  to  Rule 428(b)(1) of the Securities Act.
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE
  
       The  following  documents filed with the Securities and Exchange Commission
  (the  "Commission")  are  incorporated  by  reference  into  this  Registration
  Statement  and  are  made  a  part  hereof:
  
  (a)  The  Company's  Annual Report on Form 10-KSB filed on January 14, 2003, for
       the  fiscal year ended September 30, 2002, which includes audited financial
       statements  as  of  and  for  the  year  ended  September  30,  2002.
  (b)  All  other reports filed pursuant to Section 13(a) or 15(d) of the Exchange
       Act  since the end of the fiscal year covered by the Annual Report referred
       to  in  Item  3(a)  above.
  
       All documents subsequently filed by the Company pursuant to Sections 13(a),
  13(c),  14  and  15(d) of the Securities Exchange Act of 1934, as amended, after
  the  date  of  filing  this Registration Statement and prior to such time as the
  Company  files  a  post-effective amendment to this Registration Statement which
  indicates that all securities offered hereby have been sold or which deregisters
  all  securities  then  remaining  unsold,  shall be deemed to be incorporated by
  reference  in  this Registration Statement and to be a part hereof from the date
  of  filing  of  such  documents.
  
       Any  statement  contained  in  a  document  incorporated  or  deemed  to be
  incorporated  herein  by  reference shall be deemed to be modified or superceded
  for  the  purpose  of this Registration Statement to the extent that a statement
  contained  herein  or  in  any  subsequently filed document which is also, or is
  deemed  to  be,  incorporated  herein  by  reference modifies or supercedes such
  statement.  Any  such  statement  so modified or superceded shall not be deemed,
  except  as  so modified or superceded, to constitute a part of this Registration
  Statement.
  
  ITEM  4.     DESCRIPTION  OF  SECURITIES
  
  COMMON  STOCK
  
       GENERAL.  The  Company  is  authorized to issue 50,000,000 shares of Common
  Stock,  $.001  par  value  per  share.
  
       The  holders of the Common Stock are entitled to receive dividends when, as
  and  if  declared  by  the  Board  of  Directors, out of funds legally available
  therefor.  In  the  event  of  liquidation,  dissolution  or  winding  up of the
  Company,  the  holders  of the Common Stock are entitled to share ratably in all
  assets remaining available for distribution to them after payment of liabilities
  and  after  provision  has  been  made  for  each class of stock, if any, having
  preference  over the Common Stock.  The holders of the Common Stock as such have
  no conversion, sinking fund, cumulative, preemptive or other subscription rights
  and  there  are  no  redemption  provisions  applicable  to  the  Common  Stock.
  
       VOTING  RIGHTS.  The  holders  of the Common Stock are entitled to one vote
  for  each  share  held  of record on all matters to be voted on by stockholders.
  There  is  no  cumulative voting with respect to the election of directors, with
  the  results  that the holders of shares having more than fifty percent (50%) of
  the  votes  for  the  election  of  directors  can  elect  all of the directors.
  DIVIDEND  POLICY.  To  date,  the Company has not paid any dividends on its
  Common  Stock.  The  payment  of  dividends, if any, in the future is within the
  discretion  of  the  Board  of  Directors  and  will  depend  upon the Company's
  earnings,  its  capital  requirements and financial condition and other relevant
  factors.  The  Board does not intend to declare any dividends in the foreseeable
  future,  but  instead  intends  to  retain  all earnings, if any, for use in the
  Company's  business  operations.
  
  ITEM  5.     INTEREST  OF  NAMED  EXPERTS  AND  COUNSEL
  
       Legal  counsel  for  the  Registrant  is  the  owner  of  200,000 shares of
  free-trading  common  stock  in connection with this S-8 registration statement.
  
  ITEM  6.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS
  
       The Company's Articles of Incorporation, as amended, eliminate the personal
  liability  of  directors  and  officers  to the Company for monetary damages for
  breach  of  fiduciary duty to the extent permitted by Nevada law.  The Company's
  Bylaws  provide  that the Company shall have the power to indemnify its officers
  and  directors  to  the extent permitted by Nevada law.  Nevada law authorizes a
  corporation  to  indemnify  directors,  officers,  employees  or  agents  of the
  corporation  in  non-derivative suits if such party acted in good faith and in a
  manner  he  reasonably  believed to be in or not opposed to the best interest of
  the  corporation  and, with respect to any criminal action or proceeding, had no
  reasonable  cause  to  believe  his  conduct  was  unlawful,  as  determined  in
  accordance  with  Nevada  law.
  
  The  provisions  affecting  personal  liability  do  not  abrogate  a director's
  fiduciary  duty  to  the  Company  and  its shareholders, but eliminate personal
  liability for monetary damages for breach of that duty.   The provisions do not,
  however,  eliminate  or  limit the liability of a director for failing to act in
  good faith, for engaging in intentional misconduct or knowingly violating a law,
  for  authorizing  the  illegal payment of a dividend or repurchase of stock, for
  obtaining  an  improper  personal  benefit,  for  breaching a director's duty of
  loyalty,  which  is  generally  described  as  the  duty  not  to  engage in any
  transaction  which  involves  a conflict between the interest of the Company and
  those  of  the  director,  or  for  violations  of  the federal securities laws.
  
       The  provisions  regarding  indemnification  provide,  in essence, that the
  Company  will  indemnify  its  directors  against  expenses (including attorneys
  fees),  judgments,  fines and amounts paid in settlement actually and reasonably
  incurred  in  connection  with any action, suit or proceeding arising out of the
  director's  status as a director of the Company, including actions brought by or
  on behalf of the Company (shareholder derivative actions). The provisions do not
  require  a  showing  of good faith where the director or officer has been wholly
  successful  on the merits in defense of any action, suit or proceeding for which
  the  director  or  officer  may  be  indemnified.  Moreover, they do not provide
  indemnification  for  liability  arising  out  of  willful misconduct, fraud, or
  dishonesty,  for  "short-swing"  profits violations under the federal securities
  laws,  for  the  receipt  of  illegal remuneration or if the director received a
  benefit  in  money,  property  or  services to which the director is not legally
  entitled.  The  provisions also do not provide indemnification for any liability
  to  the  extent  such  liability  is  covered  by  insurance.
  
       The  provisions  also  limit  or indemnify against liability resulting from
  grossly  negligent  decisions  including  grossly  negligent  business decisions
  relating  to  attempts  to  change  control  of  the  Company.
  
  ITEM  7.     EXEMPTION  FROM  REGISTRATION  CLAIMED
  
       Not  applicable.
  
  ITEM  8.     EXHIBITS
  
   5.1     Opinion  and  consent  of  David  M.  Loev, Attorney at Law re: the
           legality  of  the  shares  being  registered
  10.1     Consulting  Services  Agreement  with  Rob  Prokos
  10.2     Consulting  Services  Agreement  with  Greg  Lemon
  10.3     Consulting  Services  Agreement  with  David  M.  Loev
  10.4     Consulting  Services  Agreement  with  Michael  Mcclere
  10.5     Consulting  Services  Agreement  with  Hannah  M.  Loev
  23.1     Consent  of  David  M.  Loev, Attorney at Law (included in Exhibit
           5.1)
  23.2     Consent  of Brimmer, Burek & Keelan, LLP
  ITEM  9.     UNDERTAKINGS
  
  (a)  The  registrant  hereby  undertakes:
  
       (1)  To  file, during any period in which offers or sells are being made, a
            post-effective amendment to this registration statement to reflect any
            facts  or events arising after the effective date of this Registration
            Statement (or the most recent post-effective amendment thereof) which,
            individually  or  in  the aggregate, represent a fundamental change in
            the  information set forth in this Registration Statement contained in
            periodic  reports  filed  with  or  furnished to the Commission by the
            Company  pursuant  to  section  13  or section 15(d) of the Securities
            Exchange  Act  of  1934  that  are  incorporated  by reference in this
            Registration  Statement  and  to include any material information with
            respect  to  the  plan of distribution not previously disclosed in the
            registration  statement  or any material change to such information in
            the  registration  statement.
  
       (2)  That,  for  the  purpose of determining liability under the Securities
            Act  of  1933, each post-effective amendment shall be treated as a new
            registration  statement of the securities offered, and the offering of
            the  securities  at  that  time shall be deemed to be the initial bona
            fide  offering  thereof.
  
       (3)  To  file a post-effective amendment to remove from registration any of
            the  securities  being registered that remain unsold at the end of the
            offering.
  
  (b)  The  undersigned  registrant  hereby  undertakes  that,  for  purposes  of
       determining  any liability under the Securities Act of 1933, each filing of
       the  registrant's  annual report pursuant to Section 13(a) or Section 15(d)
       of  the Securities Exchange Act of 1934 (and, where applicable, each filing
       of  an  employee  benefit plan's annual report pursuant to Section 15(d) of
       the  Securities  Exchange Act of 1934) that is incorporated by reference in
       the  registration  statement  shall  be  deemed  to  be  a new registration
       statement  relating  to the securities offered therein, and the offering of
       such  securities  at  that time shall be deemed to be the initial bona fide
       offering  thereof.
  
  (c)  Insofar as indemnification for liabilities arising under the Securities Act
       of  1933 may be permitted to directors, officers and controlling persons of
       the  registrant  pursuant  to  the  foregoing provisions, or otherwise, the
       registrant  has  been  advised  that  in  the opinion of the Securities and
       Exchange  Commission  such  indemnification  is  against  public  policy as
       expressed  in the Act and is, therefore, unenforceable. In the event that a
       claim  for indemnification against such liabilities (other than the payment
       by  the  registrant  of expenses incurred or paid by a director, officer or
       controlling  person  of  the  registrant  in  the successful defense of any
       action,  suit  or  proceeding)  is  asserted  by  such director, officer or
       controlling  person in connection with the securities being registered, the
       registrant  will,  unless in the opinion of its counsel the matter has been
       settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
       jurisdiction  the  question  whether  such indemnification by it is against
       public  policy  as  expressed  in the Act and will be governed by the final
       adjudication  of  such  issue.
  SIGNATURES
  
       Pursuant  to the requirements of the Securities Act of 1933, the registrant
  certifies  that  it  has  reasonable grounds to believe that it meets all of the
  requirements  for  filing  on  Form  S-8  and  has duly caused this registration
  statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
  authorized,  in  the  City  of  Friendswood, Texas on the 26th  day of November,
  2003.
  
       HEALTHRENU  MEDICAL,  INC.
  
       BY:  /s/  Randy  Mullins
       -----------------------------------------------
       Randy  Mullins,  Chief  Executive  Officer
  
       Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
  registration  statement  has  been  signed  by  the  following  persons  in  the
  capacities  and  on  the  date  indicated.
  
       SIGNATURES               TITLE                                    DATE
       ----------               -----                                    ----
  
   /s/  Darrell  Good          President                         November 26, 2003
  -------------------
  Darrell  Good
  
   /s/  Randy  Mullins         Chief  Executive Officer and      November 26, 2003
  --------------------         Principal  Financial  and
  Randy  Mullins               Accounting Officer