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): May 6, 2011
DIAGNOSTIC IMAGING INTERNATIONAL CORP.
(Exact name of registrant as specified in its charter)
| | | | |
NEVADA | | 333-1364363 | | 98-0493698 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
|
848 N. Rainbow Blvd. #2494 Las Vegas, Nevada 89107 |
(Address of principal executive offices) |
(877) 331-3444
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Previous independent registered public accounting firm
On May 4, 2011 (“Resignation Date”), RBSM LLP (“RBSM”) advised the Company that it was resigning as the Company’s independent registered public accounting firm. The reports of RBSM on the Company’s financial statements for the year ended December 31, 2010 did not contain an adverse opinion or disclaimer of opinion, and such reports were not qualified or modified as to uncertainty, audit scope, or accounting principle.
During the year ended December 31, 2010 and through May 4, 2011, the Company has not had any disagreements with RBSM on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to RBSM’s satisfaction, would have caused them to make reference thereto in their reports on the Company’s financial statements for such periods.
During the year ended December 31, 2010 and through May 4, 2011, there were no reportable events, as defined in Item 304(a)(1)(v) of Regulation S-K.
The Company provided RBSM with a copy of this disclosure set forth under this Item 4.01 and requested from RBSM a letter addressed to the Securities & Exchange Commission stating whether or not it agrees with the above statements.
A copy of the letter from RBSM is attached hereto as Exhibit 16.1
New independent registered public accounting firm
On May 6, 2011 (the “Engagement Date”), the Company engaged Silberstein Ungar, PLLC, 30600 Telegraph Road, Suite 2175, Bingham Farms, MI 48025-4586 (“SU”) as its independent registered public accounting firm for the Company’s fiscal year ended December 31, 2011. The decision to engage SU as the Company’s independent registered public accounting firm was approved by the Company’s Board of Directors.
During the two most recent fiscal years and through the Engagement Date, the Company has not consulted with SU regarding either:
1.
the application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided to the Company nor oral advice was provided that RBSM concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or
2.
any matter that was either the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K and the related instructions thereto) or a reportable event (as described in paragraph (a)(1)(v) of Item 304 of Regulation S-K).
Item 9.01 Financial Statements and Exhibits
(a)
Financial statements of businesses acquired.
Not applicable
(b)
Pro forma financial information.
Not applicable
(c)
Shell company transactions.
Not applicable
(d)
Exhibits
| | |
Exhibit No. | | Description of Exhibit |
16.1 | | Letter from RBSM LLP |
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 hereunto duly authorized.
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| Diagnostic Imaging International Corp. |
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Dated: May 6, 2011 | By: | /s/ Mitch Geisler |
| | Name: Mitch Geisler |
| | Chief Executive Officer and Director |
