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
September 21, 2005
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Date of Report
(Date of Earliest Event Reported)
IMAGING DIAGNOSTIC SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
Florida 0-26028 22-2671269
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation or Organization) Identification Number)
6531 NW 18TH COURT
PLANTATION, FL 33313
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(Address of principal executive offices)
(954) 581-9800
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(Registrant's telephone number)
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. (17 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act. (17 240.13e-4(c))
SECTION 4 - MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS
Item 4.01 Changes in Registrant's Certifying Accountant.
On September 21, 2005, Imaging Diagnostic Systems, Inc. (The "Company")
dismissed Margolies, Fink and Wichrowski as its independent registered public
accounting firm. Margolies, Fink and Wichrowski and its predecessor firm,
Margolies and Fink, had been the independent public accounting firm for and
audited the financial statements of Imaging Diagnostic Systems, Inc. for eleven
years beginning with the fiscal year ended June 30, 1995 and ending with the
fiscal year ended June 30, 2005. The reports of Margolies, Fink and Wichrowski
on the financial statements of Imaging Diagnostic Systems, Inc. for the past two
fiscal years contained no adverse opinion or disclaimer of opinion, and were not
qualified or modified as to uncertainty, audit scope or accounting principles.
In connection with the audit for the two most recent fiscal years and in
connection with Margolies, Fink and Wichrowski's review of the subsequent
interim periods preceding dismissal on September 21, 2005, there have been no
disagreements between Imaging Diagnostic Systems, Inc. and Margolies, Fink and
Wichrowski on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which, if not resolved to
the satisfaction of Margolies, Fink and Wichrowski would have caused Margolies,
Fink and Wichrowski to make reference in their report on Imaging Diagnostic
Systems, Inc.'s financial statements for these fiscal years or interim periods.
During the two most recent fiscal years and prior to the date hereof, Imaging
Diagnostic Systems, Inc. had no reportable events (as defined in Item 304(a) (1)
of Regulation S-K).
Margolies, Fink and Wichrowski has furnished Imaging Diagnostic Systems,
Inc. with a letter addressed to the Securities and Exchange Commission stating
that it agrees with the above statements. A copy of this letter is included as
an exhibit to this Report on Form 8-K.
The decision to change auditors was made by the Audit Committee of the
Board of Directors. The selection of Sherb & Co., LLP to serve as the Company's
independent registered public accounting firm was made by the Audit Committee
and their appointment was approved by Imaging Diagnostic Systems, Inc.'s Board
of Directors. The Company will file an 8-K report upon the signing of an
engagement letter with Sherb & Co., LLP.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description of Exhibits
16.1 Letter from Margolies, Fink and Wichrowski, Certified Public Accountants
to the Securities and Exchange Commission dated September 21, 2005
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
IMAGING DIAGNOSTIC SYSTEMS, INC.
Dated September 22, 2005
/s/ Allan L. Schwartz
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By: Allan L. Schwartz
Executive Vice President
Chief Financial Officer