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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report: April 22, 1998
IMAGEMATRIX CORPORATION
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(Exact name of registrant as specified in its charter)
Colorado 0-12471 84-1313108
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(State or other jurisdiction (Commission File I.R.S. Employer
of incorporation) Number) Identification No.)
400 S. Colorado Blvd., Ste. 500
Denver, Colorado 80246
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(Address, including zip code, of principal executive offices)
(303) 399-3700
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(Registrant's telephone number,
including area code)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On April 22, 1998, ImageMatrix Corporation (the "Registrant") engaged the
accounting firm of Hein + Associates LLP ("Hein") as its principal independent
accountants to audit the Registrant's financial statements for its fiscal year
ending December 31, 1998. The appointment of new independent accountants was
approved by the Audit Committee and Board of Directors of the Registrant. The
Company dismissed its former independent accountants, Ernst & Young LLP,
effective with the appointment of Hein.
Prior to the appointment of Hein, management of the Registrant had not
consulted with Hein regarding accounting issues.
During the two most recent fiscal years ended December 31, 1997 and 1996,
and the interim period subsequent to December 31, 1997, there were no
disagreements with the former accountants on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure,
except that in connection with the audit of the Registrant's year ended December
31, 1997, Ernst & Young LLP informed the Registrant's Audit Committee in a
meeting on April 8, 1998 that it believed the financial statements for the
quarter ended September 30, 1997, included in the Registrant's Form 10-QSB for
the quarter ended September 30, 1997, should be restated for the contract
adjustment reported in Note 8 of the Registrant's annual financial statements
for the year ended December 31, 1997 included in the Registrant's Form 10-KSB
filed April 15, 1998.
The Registrant believes the disclosures contained in its Form 10-KSB
adequately describe the effect of the contract adjustment on the September 30,
1997 financial statements and intends to restate these financial statements in
connection with the filing of the Registrant's Form 10-QSB for the quarter ended
September 30, 1998.
Ernst & Young LLP's reports on the financial statements for the past two
years have contained no adverse opinion or disclaimer of opinion and were not
modified as to uncertainty, audit scope or accounting principles except for an
explanatory paragraph in their report dated March 25, 1998 and February 18, 1997
(except as to Note 8, dated April 14, 1997) regarding doubt about the
Registrant's ability to continue as a going concern contained in the financial
statements for the years ended December 31, 1997 and 1996.
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The Registrant has provided Ernst & Young LLP with a copy of this
disclosure and requested that Ernst & Young LLP furnish it with a letter
addressed to the Securities and Exchange Commission ("Commission") stating
whether it agrees with the above statements. (A copy of the Ernst & Young LLP
letter addressed to the Commission is filed as Exhibit 16.1 to this Form 8-K.)
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit No. Description
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16.1 Letter of Ernst & Young LLP dated April 27, 1998
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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.
DATED, this 27th day of April, 1998.
IMAGEMATRIX CORPORATION
By: /s/ Dennis C. Hefter
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Dennis C. Hefter
President
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EXHIBIT 16.1
April 27, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of Form 8-K dated April 22, 1998, of ImageMatrix Corporation
and are in agreement with the statements contained in the third, fifth and sixth
paragraphs therein. We have no basis to agree or disagree with other statements
of the Registrant contained therein.
/s/ ERNST & YOUNG LLP
