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EX-16 - EXHIBIT 16.1 - MEDICAL IMAGING CORP.exhibit161.htm


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

_____________________________


FORM 8-K/A

Amendment No. 1


CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934


Date of Report:


(Date of earliest event reported)


July 29, 2014

____________________________


MEDICAL IMAGING CORP.

(Exact name of registrant as specified in charter)


NEVADA

(State or other Jurisdiction of Incorporation or Organization)


333-1364363

848 N. Rainbow Blvd. #2494

Las Vegas, Nevada 89107

98-0493698

(Commission File Number)

(Address of Principal Executive Offices and zip code)

(IRS Employer Identification No.)


(877) 331-3444

(Registrant’s telephone number, including area code)


Diagnostic Imaging International Corp.

(Former Name)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of 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(b) under the Exchange Act (17 CFR 240.14a-12(b))

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 Item 4.01 Changes in Registrant Accountant.


On July 29, 2014, Silberstein Ungar, PLLC (the “Former Accountant”) notified the Company that its principals joined the accounting firm of KLJ & Associates, LLP. As a result of the transaction, on July 29, 2014, the Former Accountant resigned as the Company’s independent registered public accounting firm and the Company engaged KLJ & Associates, LLP (the “New Accountant”) as the Company’s independent registered public accounting firm. The engagement of the New Accountant was approved by the Company’s Board of Directors.


The Former Accountant’s audit reports on the financial statements of the Company for the fiscal years ended December 31, 2013 and 2012 contained no adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles, except that the audited financial statements contained in our Annual Reports on Form 10-K for the fiscal years ended December 31, 2012 and December 31, 2013 contained a going concern qualification. During the fiscal years ended December 31, 2013 and 2012, and through the interim period ended July 29, 2014, there were no “disagreements” (as such term is defined in Item 304 of Regulation S-K) with the Former Accountant on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to the satisfaction of the Former Accountant would have caused them to make reference thereto in their reports on the financial statements for such periods.


During the fiscal years ended December 31, 2013 and 2012, and through the interim period ended July 29, 2014, there were no “reportable events” (as such term is defined in Item 304 of Regulation S-K).


Prior to retaining the New Accountant, the Company did not consult with the New Accountant regarding either: (i) the application of accounting principles to a specified transaction, either contemplated or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements; or (ii) any matter that was the subject of a “disagreement” or a “reportable event” (as those terms are defined in Item 304 of Regulation S-K).


On August 12, 2014, the Company provided the Former Accountant with its disclosures in the Current Report on Form 8-K/A disclosing the dismissal of the Former Accountant and requested in writing that the Former Accountant furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not they agree with such disclosures. The Former Accountant’s response is filed as an exhibit to this Current Report on Form 8-K/A.


Item 9.01 – Financial Statement and Exhibits


(d)

Exhibits


16.1

Letter regarding change in certifying accountant.





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SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K/A to be signed on its behalf by the undersigned hereunto duly authorized.


 

Medical Imaging Corp.

 

(Registrant)

 

 

 

 

 

 

Dated:  August 13, 2014

By:

/s/ Mitchell Geisler

 

 

Name:  Mitchell Geisler

 

 

Title:  Chief Executive Officer






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