SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (Date of Earliest event reported) November 9, 1999
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Intelligent Medical Imaging, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 005-49109 65-0136178
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(State or other juris- Commission File (IRS Employer
diction of incorporation No. Identification No.)
3960 RCA Boulevard, Suite 6001, Palm Beach Gardens FL 33410
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (561)622-3223
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Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On November 9, 1999 Ernst & Young LLP ("Ernst & Young") informed Intelligent
Medical Imaging, Inc., (the "Company") that Ernst & Young resigned as the
Company's principal independent public accountant.
Except as described in the remainder of this paragraph, the reports of Ernst &
Young on the Company's financial statements for each of the two years in the
period ended December 31, 1998 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. Ernst & Young's report on the Company's
financial statements for the year ended December 31, 1998 was modified as to
uncertainty due to existing conditions which raised substantial doubt about the
Company's ability to continue as a going concern. As a result of these issues,
Ernst & Young's report on the Company's financial statements for the year ended
December 31, 1997 was updated effective October 16, 1998 to include a
modification related to this uncertainty.
In connection with the audits of the Company's financial statements for each of
the two years in the period ended December 31, 1998, and in the subsequent
interim period, there have been no disagreements with Ernst & Young on any
matter of accounting principles or practices, financial statement disclosure or
auditing scope and procedures, which, if not resolved to the satisfaction of
Ernst & Young would have caused Ernst & Young to make reference to the subject
matter in their reports on the Company's financial statements.
In connection with the audits of the Company's financial statements for each of
the two years in the period ended December 31, 1998, Ernst & Young informed the
Company of the existence of the following reportable event, as defined in Item
304(a)(1)(v) of Regulation S-K:
In their Report to the Audit Committee for each of the years ended
December 31, 1998 and 1997, Ernst & Young advised the Company as to the
existence of material weaknesses, as defined by standards established
by the American Institute of Certified Public Accountants, regarding
the recognition of revenue.
The Company requested Ernst & Young to furnish it a letter
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addressed to the Commission stating whether it agrees with the above statements.
A copy of that letter, dated November 17, 1999 is filed as Exhibit 16.1 to this
Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibits
16. Letter re change in certifying accountant.
16.1 Letter from Ernst & Young to Securities and
Exchange Commission
EXHIBIT INDEX
Exhibit No. Description
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16 Letter re change in certifying accountant.
16.1 Letter from Ernst & Young to Securities and
Exchange Commission
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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.
Intelligent Medical Imaging, Inc.
By:
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Tyce Fitzmorris,
President & CEO
Date: November 17, 1999
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EXHIBIT 16
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[GRAPHIC OMITTED] ERNST & YOUNG LLP o CERTIFIED PUBIC ACCOUNTANTS o PHONE: 561-655-8500
PHILLIPS POINT, WEST TOWER FAX: 561-838-4191
SUITE 1200
727 SOUTH FLAGLER DRIVE
WEST PALM BEACH, FLORIDA 33401
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November 9, 1999
Mr. Tyce M. Fitzmorris
President and Chief Executive Officer
Intelligent Medical Imaging, Inc.
3960 RCA Boulevard
Palm Beach Garden, Florida 33410
Dear Tyce:
This is to confirm the client-auditor relationship between Intelligent Medical
Imaging, Inc. (Commission File Number 000-27690) and Ernst & Young LLP has
ceased.
Very truly yours,
/s/ Ernst & Young LLP
cc: Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 11-3
450 Fifth Street, N.W.
Washington, D.C. 20549
ERNST & YOUNG LLP IS A MEMBER OF ERNST & YOUNG INTERNATIONAL, LTD.
EXHIBIT 16.1
<TABLE>
<CAPTION>
<S> <C>
[GRAPHIC OMITTED] ERNST & YOUNG LLP o CERTIFIED PUBIC ACCOUNTANTS o PHONE: 561-655-8500
PHILLIPS POINT, WEST TOWER FAX: 561-838-4191
SUITE 1200
727 SOUTH FLAGLER DRIVE
WEST PALM BEACH, FLORIDA 33401
</TABLE>
November 17, 1999
Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sir:
We have read Item 4 of Form 8-K dated November 17, 1999, of Intelligent
Medical Imaging, Inc., and are in agreement with the statements contained in
paragraphs one through five on pages 2 and 3 therein. We have no basis to agree
to disagree with the other statements of the registrant contained therein.
Regarding the registrant's statement concerning the lack of the
internal control to prepare financial statements, including in the fourth
paragraph on page 2 therein, we had considered such matter in determining the
nature, timing, and extent of procedures performed in our audit of the
registrant's 1997 and 1998 financial statements.
/s/ ERNST & YOUNG LLP
Copy to Tyce M. Fitzmorris
President and Chief Executive Officer
