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)
May 2, 2002
IMAGING TECHNOLOGIES CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE . . . . . . . . 0-12641 33-0021693
(State of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.)
15175 Innovation Drive
San Diego, California 92128
(Address of Principal Executive Offices)
(858) 613-1300
(Registrant's telephone number, including area code):
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS.
On April 22, 2002, the Registrant appointed Merdinger, Fruchter, Rosen &
Corso, PC ("MFRC") as Imaging Technologies Corporation's ("ITEC," the
"Registrant", or the "Company") independent auditors because the Company and its
prior auditors, Boros & Farrington, PC ("BF") have mutually agreed that BF may
not be able to adequately serve the continuing auditing requirements of the
Company.
ITEC's acquisition of SourceOne Group, Inc., which is located in Virginia,
has created the need for auditing services on a larger scope than those provided
by BF.
BF's audit report on the financial statements of the Company as of June 30,
2001 expressed its uncertainty as to the Company's ability to continue as a
going concern. They cited recurring losses from operations, the Company's
working capital deficiency, and limited cash resources. These circumstances were
also present in the financial statements of the Company as of September 30, 2001
and December 31, 2001; and will be reported in the Company's financial
statements as of March 31, 2002. The Registrant has not yet filed its Form 10-Q
for the period ended March 31, 2002.
The Registrant believes there were no disagreements with BF within the
meaning of Instruction 4 to Item 304 of Regulation S-K on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure in connection with the audit of the Company's financial
statements for the periods ended June 30, 1999, 2000, and 2001, or for any
subsequent interim period, which disagreements, if not resolved to their
satisfaction, would have caused BF to make reference to the subject matter of
the disagreements in connection with its report.
During the fiscal year ended June 30, 1999, 2000, 2001, and through the
present, there have been no reportable events (as defined in Item 304(a)(1)(v)
of Regulation S-K) of the type required to be disclosed by that section. The
Company has not consulted with any other independent auditors regarding either
(i) the application of accounting principles to a specified transaction, either
completed or proposed; or the type of audit opinion that might be rendered on
the Company's financial statements; or (ii) any matter that was either the
subject matter of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation
S-K and the related instructions) or a reportable event (as defined in Item
304(a)(1)(v) of Regulation S-K).
On April 22, 2002, the Company engaged MFRC as the Company's independent
auditors for the year ended June 30, 2002, replacing the firm of BF. The change
has been approved by the Company's audit committee.
A letter of BF addressed to the Securities and Exchange Commission is
included as Exhibit 16 to this Form 8-K. Such letter states that such firm
agrees with the statements made by the Company in this Item 4.
ITEM 7. EXHIBITS.
(c) Exhibits:
16 Letter of Boros & Farrington, PC to the Securities and Exchange
Commission included herein pursuant to the requirements of Item 304(a)(3) of
Regulation S-K.
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 hereunto duly authorized.
Date: May 2, 2002
IMAGING TECHNOLOGIES CORPORATION
By: /s/ Brian Bonar
Name: Brian Bonar
Title: Chairman, President, and Chief Executive Officer