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) JANUARY 27, 2005
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I/OMAGIC CORPORATION
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(Exact name of registrant as specified in its charter)
NEVADA 000-27267 88-0290623
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
4 MARCONI, IRVINE, CALIFORNIA 92618
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (949) 707-4800
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NOT APPLICABLE
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(Former name or former address, 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 (see General Instruction A.2. below):
[ ] 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 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 4.02. NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A
RELATED AUDIT REPORT OR COMPLETED INTERIM REVIEW.
On January 27, 2005, on management's recommendation, I/OMagic Corporation (the
"Company"), in consultation with Singer Lewak Greenbaum & Goldstein LLP, the
Company's independent auditors, and the Company's advisors, concluded that the
Company's financial statements for 2001, 2002 and 2003, the interim periods
contained therein, and the interim periods for the first nine months of 2004,
should no longer be relied upon. Additionally, Singer Lewak Greenbaum &
Goldstein LLP has notified the Company that the previously issued audit opinions
on these financial statements, which are dated February 15, 2002, except for
Notes 14 and 18 as to which the date is September 9, 2002, February 14, 2003,
except for the sixth paragraph of Note 8, as to which the date is April 11, 2003
and March 4, 2004, except for the first paragraph of Note 18, as to which the
date is March 9, 2004, the second paragraph of Note 18 as to which the date is
March 15, 2004, the first and second paragraphs of Note 10, as to which the date
is March 32, 2004, and Note 19, as to which the date is June 27, 2004,
respectively, should not be relied upon and are immediately withdrawn. In
connection with the Company's review of its revenue recognition policies, the
Company is conducting an analysis of its historical financial data for the
foregoing periods. The Company is currently evaluating the application of
certain accounting principles and accounting estimates that have resulted in
errors in the Company's previously issued financial statements as addressed in
Accounting Principles Board Opinion No. 20. Management's conclusion regarding
reliance upon these previously issued financial statements was also discussed
with and confirmed by the Audit Committee of the Board of Directors of the
Company.
The Company is presently unable to estimate the materiality of the errors
involved; however, the nature of the errors involved include the recognition of
revenue during the foregoing periods and net income or losses generated during
those periods. The errors in such previously issued financial statements relate
to the recognition of revenue in circumstances involving, but not limited to,
sales incentives and product returns.
The Company will file with the Securities and Exchange Commission amended Forms
10-K for 2001, 2002 and 2003, amended Forms 10-Q for the interim periods
contained therein, and amended Forms 10-Q for the interim periods for the first
nine months of 2004, to the extent that the nature or magnitude of the errors in
such previously issued financial statements is material, which amendments will
include restated financial statements and related auditor's reports. The Company
will also include all applicable changes in its Form 10-K for the year ended
December 31, 2004, which will not be filed until the Company's analysis is
completed.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
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Not applicable.
(b) Pro Forma Financial Information.
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Not applicable.
(c) Exhibits.
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Number Description
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99.1 Press Release dated January 31, 2005
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: January 31, 2005 I/OMAGIC CORPORATION
By: /s/ STEVE GILLINGS
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Steve Gillings,
Chief Financial Officer
EXHIBITS FILED WITH THIS REPORT
Number Description
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99.1 Press Release dated January 31, 2005