-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Mhq/kQnwpmkHcoMtUCnyU087NPaHSQQwExM7dxQriO2klbkITep7c8vEoRnFuNwv yKxN4dd4/tHyXOldEzJwig== 0001065949-09-000088.txt : 20090417 0001065949-09-000088.hdr.sgml : 20090417 20090417081149 ACCESSION NUMBER: 0001065949-09-000088 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090413 ITEM INFORMATION: Changes in Registrant's Certifying Accountant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090417 DATE AS OF CHANGE: 20090417 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IMAGING3 INC CENTRAL INDEX KEY: 0001205181 STANDARD INDUSTRIAL CLASSIFICATION: X-RAY APPARATUS & TUBES & RELATED IRRADIATION APPARATUS [3844] IRS NUMBER: 954451059 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50099 FILM NUMBER: 09755124 BUSINESS ADDRESS: STREET 1: 3200 W. VALHALLA DRIVE CITY: BURBANK STATE: CA ZIP: 91505 BUSINESS PHONE: 8182600930 MAIL ADDRESS: STREET 1: 3200 W. VALHALLA DRIVE CITY: BURBANK STATE: CA ZIP: 91505 8-K 1 i38kapril09vfinal.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 13, 2009 IMAGING3, INC. ---------------------------------------- (Exact name of registrant as specified in its charter) CALIFORNIA ---------------------------------------- (State or other jurisdiction of incorporation) 000-50099 95-4451059 ------------------------ ---------------------------------- (Commission File Number) (I.R.S. Employer Identification No.) 3200 W. VALHALLA DR., BURBANK, CALIFORNIA 91505 --------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (818) 260-0930 NOT APPLICABLE - -------------------------------------------------------------------------------- (Former name, former address and former fiscal year, 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. [_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR240.14d-2(b)) [_] Soliciting material pursuant to Rule 14a-12 under Exchange Act (17 CFR240.14a-12) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) SECTION 4. MATTERS RELATING TO ACCOUNTANTS AND FINANCIAL STATEMENTS ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT On or about April 13, 2009, the Company engaged M&K CPAS, PLLC ("New Accountant") to audit and review the Company's financial statements for the fiscal year ending December 31, 2009. The New Accountant has been engaged for general audit and review services and not because of any particular transaction or accounting principle, or because of any disagreement with the Company's former accountant, Kabani & Company, Inc., Certified Public Accountants (the "Former Accountant"). Prior to engaging the New Accountant, the Company had not consulted the New Accountant regarding the application of accounting principles to a specified transaction, completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements or a reportable event, nor did the Company consult with the New Accountant regarding any disagreements with its prior auditor on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of the prior auditor, would have caused it to make reference to the subject matter of the disagreements in connection with its reports. The Former Accountant was dismissed effective April 13, 2009. The Former Accountant's reports on the Company's financial statements during its past two fiscal years did not contain an adverse opinion or disclaimer of opinion, nor was it modified as to uncertainty, audit scope or accounting principles, except for a going concern qualification contained in its audit reports for the fiscal years ending December 31, 2007 and December 31, 2008. The decision to change accountants was recommended by the Company's Audit Committee Chairperson and approved by the Company's Board of Directors on April 13, 2009. During the fiscal years ended December 31, 2007 and December 31, 2008 through the date hereof, the Company did not have any disagreements with the Former Accountant on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to the Former Accountant's satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its report. The New Accountant was engaged effective April 13, 2009. The New Accountant was engaged for general audit and review services and not because of any particular transaction or accounting principle, or because of any disagreement with the Former Accountant. A letter from the Former Accountant addressed to The Securities and Exchange Commission was requested by the Company and is attached to this Report as Exhibit 9(c)(16). SECTION 9. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS & EXHIBITS (a) Financial Statements of Business Acquired Not Applicable. (b) Pro Forma Financial Information Not Applicable. (c) Exhibits 16. Letter from Kabani & Company, Inc., Certified Public Accountants, dated April 15, 2009. -1- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. IMAGING3, INC. --------------------- (Registrant) Date: April 17, 2009 /s/ Dean Janes, Chief Executive Officer --------------------------------------- Dean Janes, Chief Executive Officer -2- EX-16 2 ex16.txt Exhibit 16 April 15, 2009 Office of the Chief Accountant Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. USA 20549 Dear Sir and/or Madam: We have read the statements that we understand Imaging3, Inc. will include under Section 4 of the Form 8-K it will file regarding the recent change of auditors. We agree with such statements made regarding our firm. Yours truly, /s/ Kabani & Company, Inc. - ------------------------- Kabani & Company, Inc. Certified Public Accountants -----END PRIVACY-ENHANCED MESSAGE-----