MEDICAL IMAGING CORP. FILES (8-K) Disclosing Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits
(Edgar Glimpses Via Acquire Media NewsEdge) ITEM 4.01 Changes in Registrant's Certifying Item 4.01 Changes in Registrant
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 June 30, 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
During the fiscal years ended December 31, 2013 and 2012, and through the
interim period ended July 31, 2014, there were the following "reportable events"
(as such term is defined in Item 304 of Regulation S-K). As disclosed in Part I,
Item 4 of the Company's Form 10-Q for the quarterly period ended March 31, 2014,
the Company's management determined that the Company's internal controls over
financial reporting were not effective as of the end of such period due to the
existence of material weaknesses related to the following:
(i) inadequate segregation of duties and effective risk assessment; and
(ii) insufficient written policies and procedures for accounting and financial
reporting with respect to the requirements and application of both US GAAP and
These material weaknesses have not been remediated as of the date of this
Current Report on Form 8-K.
Other than as disclosed above, there were no reportable events during the fiscal
years ended December 31, 2013 and 2012, and through the interim period ended
June 30, 2014. The Company's Board of Directors discussed the subject matter of
each reportable event with the Former Accountant. The Company authorized the
Former Accountant to respond fully and without limitation to all requests of the
New Accountant concerning all matters related to the audited period by the
Former Accountant, including with respect to the subject matter of each
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 July 31, 2014, the Company provided the Former Accountant with its
disclosures in the Current Report on Form 8-K 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.
Item 9.01 - Financial Statement and Exhibits
Letter regarding change in certifying accountant.
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