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.
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(Exact name of registrant as specified in its charter)
CALIFORNIA
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(State or other jurisdiction of incorporation)
000-50099 95-4451059
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(Commission File Number) (I.R.S. Employer Identification No.)
3200 W. VALHALLA DR., BURBANK, CALIFORNIA 91505
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (818) 260-0930
NOT APPLICABLE
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(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.
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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.
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(Registrant)
Date: April 17, 2009
/s/ Dean Janes, Chief Executive Officer
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Dean Janes, Chief Executive Officer
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