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)

~~October~~February 115, ~~2018~~2019

____________________________

MEDICAL IMAGING CORP.

(Exact name of registrant as specified in charter)

NEVADA

(State or other Jurisdiction of Incorporation or Organization)

333-1364363

848 N. Rainbow Blvd. #2494

Las Vegas, Nevada 89107

98-0493698

(Commission File Number)

(Address of Principal Executive Offices and zip code)

(IRS Employer Identification No.)

(877) 331-3444

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 14.01 — ~~Entry~~Changes ~~into~~in aRegistrant’s ~~Material~~Certifying ~~Definitive Agreement~~Accountant

On ~~October~~February 115, ~~2018~~2019, Medical Imaging Corp. (the “Company”) ~~sold~~terminated ~~its~~AMC ~~interest in its operating subsidiary Schuylkill Open MRI~~Auditing, ~~Inc.~~LLC (“~~SMI~~AMC”) ~~for~~as ~~$2,250,000. After all of~~ the ~~debts of SMI were paid, including~~ Company’s ~~IRS~~principal ~~liens,~~independent ~~the secured debt owed to Flow Capital, CTS subsidiary secured debts, and transaction closing costs, the net amount of proceeds to the Company was approximately $400,000~~accountant.

InAMC ~~conjunction~~was ~~with~~engaged as the ~~sale~~Company’s ofprincipal ~~SMI~~independent accountant on January 9, ~~the~~2018 ~~Company~~and ~~paid~~reported ~~its~~on ~~secured~~the ~~debt~~Company’s ~~obligation~~financial tostatements ~~Flow~~for ~~Capital~~the offiscal ~~nearly~~year ~~$625~~ended December 31,~~000~~ 2017. ~~Additionally,~~During the Company’s ~~restructured~~last ~~its~~fiscal ~~royalty~~year, ~~agreement~~and ~~with~~subsequently ~~Flow~~up ~~Capital~~to ~~such~~the ~~that~~date ~~the~~of ~~new~~termination, ~~royalty~~there ~~has~~were ~~been~~no ~~reduced~~disagreements ~~with~~between athe ~~minimum~~Company ~~monthly~~and ~~payment~~AMC on any matter of $6accounting principles or practices,~~000.~~ Asfinancial ~~part~~statement ofdisclosure, ~~the~~or ~~new~~auditing ~~agreement~~scope ~~with~~or ~~Flow~~procedure, ~~Capital~~which disagreements that, 4if not resolved to AMC’s satisfaction,~~000,000~~ ~~shares~~would ofhave ~~Company~~caused ~~common~~AMC ~~stock~~to ~~were~~make ~~issued~~reference to ~~Flow~~the ~~Capital~~subject ~~and~~matter of the ~~royalty~~disagreement ~~has~~in ~~been~~connection ~~granted~~with aits ~~first~~report ~~security~~issued ~~position~~in onconnection ~~all~~with the audit of the Company’s ~~assets~~financial statements.

2None of the reportable events described under Item 304(a)(1)(v)(A)-(D) of Regulation S-K occurred within the Company’s last fiscal year nor subsequently up to the date of dismissal.

~~SIGNATURES~~AMC’s audit report on the Company’s financial statements for the fiscal year ended December 31, 2017 contained no adverse opinion or disclaimer of opinion, however it was qualified as to uncertainty as a going concern.

~~Pursuant~~The toCompany ~~the~~provided ~~requirements~~AMC with a copy of this disclosure before its filing with the Securities and Exchange ~~Act~~Commission of(the ~~1934~~“SEC”), ~~the~~providing ~~Registrant~~AMC ~~has~~with ~~duly~~the ~~caused~~opportunity ~~this~~to ~~Current~~furnish ~~Report~~the onCompany ~~Form~~with ~~8-K~~a letter addressed to bethe ~~signed~~SEC onstating ~~its~~whether ~~behalf~~it byagrees with the ~~undersigned~~disclosures ~~hereunto~~made ~~duly~~in ~~authorized~~the filing. A letter from AMC is attached as Exhibit 16.1 to this filing.

	Medical Imaging Corp.
	(Registrant)
Dated: October 10, 2018	By:	/s/ Mitchell Geisler
		Name: Mitchell Geisler
		Title: Chief Executive Officer

On February 19, 2019, the Audit Committee approved the engagement of Haynie & Company (“H&C”) as the Company’s independent registered public accounting firm to audit the Company’s consolidated financial statements as of and for the fiscal year ending December 31, 2018.

3During the two most recent years ended December 31, 2016 and 2017, and the subsequent interim period preceding H&C’s engagement, the Company has not consulted with H&C 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, and no written or oral advice was provided to the Company by H&C that H&C concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; or (ii) any matter that was subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K, or other reportable event of the types described in Item 304(a)(1)(v) of Regulation S-K

Item 9.01 — Financial Statements and Exhibits

(d) Exhibits

16.1

Letter from AMC Auditing, LLC

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.


	Medical Imaging Corp.
	(Registrant)



Dated: February 20, 2019	By:	/s/ Mitchell Geisler
		Name: Mitchell Geisler
		Title: Chief Executive Officer

Filing Compare · MEDICAL IMAGING CORP.