Current Report Filing (8-k)
January 23 2020 - 6:15AM
Edgar (US Regulatory)
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): January 13, 2020
Imaging3,
Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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000-50099
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95-4451059
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(State
or Other Jurisdiction
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(Commission
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(I.R.S.
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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10866
Wilshire Blvd. Los Angeles, CA 90024
(Address
of Principal Executive Offices) (Zip Code)
(310)
205-1382
(Registrant’s
telephone number, including area code)
(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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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$.001
par value common stock
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IGNG
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OTCQB
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Item
4.01
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Changes
in Registrant’s Certifying Accountant.
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(a),
(b) Since the Company’s wholly-owned operating subsidiary, Grapefruit Boulevard Investments, Inc., (“Grapefruit”)
engaged Singer, Lewak, LLP (“Singer”) to audit its financial statements as of and for Grapefruit fiscal Years ended
April 30, 2018 and 2019, the Board of Directors of Imaging3, Inc. (the “Company”) has considered whether it would
be in the best interests of the Company and its shareholder to also engage Singer to serve as the Company’s independent
registered public accounting firm for the year ended December 31, 2019, continue with its current independent registered public
accounting firm Rose, Snyder and Jacobs LLC or engage a new independent registered public accounting firm. After thorough examination
of all the factors to be examined in connection with this decision, on January 13, 2020 the Company’s board of Directors
determined to replace Rose, Snyder and Jacobs, LLP (“RSJ”) as the Company’s independent registered public accounting
firm effective immediately.
The
reports of RSJ on the Company’s consolidated financial statements as of and for the years ended December 31, 2018 and 2017
did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope
or accounting principles, except that each of the audit reports on our Financial Statements for the years ended December 31, 2018
and 2017 did contain and explanatory paragraph related to our ability to continue as a going concern.
During
the years ended December 31, 2018 and 2017, and through January 13, 2020, there were no (a) disagreements with RSJ on any matter
of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if
not resolved to RSJ’s satisfaction, would have caused RSJ to make reference to the subject matter thereof in connection
with its reports for such years; or (b) reportable events, as described under Item 304(a)(1)(v) of Regulation S-K.
The
Company provided RSJ with a copy of the disclosures it is making in this Current Report on Form 8-K and requested from RSJ a letter
addressed to the Securities and Exchange Commission indicating whether it agrees with such disclosures. A copy of RSJ’s
letter dated January 21, 2019 is attached as Exhibit 16.1.
Contemporaneous
with the determination to dismiss RSJ, the Company’s board of directors decided to engage L&L CPAs, PA (“L&L”)
as the Company’s independent registered public accounting firm for the year ended December 31, 2019, also to be effective
immediately.
During
the years ended December 31, 2018 and 2017 and the subsequent interim period through November 12, 2019, the Company did not consult
with L&L regarding any of the matters or events set forth in Item 304(a)(2) of Regulation S-K.
SIGNATURES
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.
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Imaging3,
Inc.
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By
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/s/
Bradley J. Yourist
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Name:
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Bradley
J. Yourist
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Title:
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CEO
and Director
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Date:
January 23, 2020
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