8-K

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)
September 23, 2008

NovaRay Medical, Inc.

(Exact name of registrant as specified in charter)

Delaware
(State or other jurisdiction
of incorporation) 000-52731
(Commission file number) 16-1778998
(IRS employer
identification no.)

39655 Eureka Drive, Suite A, Newark, California
(Address of principal executive offices) 94560
(Zip code)

Registrant’s telephone number, including area code: (510) 619-9200

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

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

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

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))

TABLE OF CONTENTS

	Item 4.01. Changes in Registrant’s Certifying Accountant.
	Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURE
EXHIBIT INDEX
EXHIBIT 16.1

Item 4.01. Changes in Registrant’s Certifying Accountant.

     On September 23, 2008, the Audit Committee of the Board of Directors of NovaRay Medical, Inc. (the “Company”) and the Board of Directors (the “Board”) of the Company dismissed Paritz and Company, P.A. (“Paritz”) as the Company’s independent registered public accounting firm. In the report of Paritz on the financial statements of the Company for the years ending December 31, 2007 and 2006 appearing in our Form 10-KSB for the year ending December 31, 2007, Paritz stated, “As described in Note 2, “Restatement of Financial Statements”, the Company has restated previously issued financial statements as of December 31, 2007 and 2006 and for the years then ended.” In addition, the report of Paritz on the financial statements of the Company as of December 31, 2006 and for the period from inception (June 7, 2005) to December 31, 2006 and for the year ending, Paritz stated,” As discussed in Note 1 to the financial statements, the Company’s recurring losses from operations raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 1. The 2006 financial statements do not include any adjustments that might result from the outcome of this uncertainty.” .

During the two most recent fiscal years and any subsequent interim period, there have been no disagreements with Paritz on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of Paritz would have caused it to make reference to the subject matter of such disagreements in reports on the financial statements.

The Company has requested that Paritz furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements. A copy of such letter, dated as of September 24, 2008, is filed as Exhibit 16.1 hereto.

On September 23, 2008, the Audit Committee of the Board and the Board engaged BDO Seidman, LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2008. During the two most recent fiscal years and any subsequent interim period, the Company has not consulted with BDO Seidman, LLP regarding (i) the application of accounting principles to a specified transaction or transactions, either completed or proposed, or the type of audit opinion BDO Seidman, LLP might render on the Company’s financial statements or (ii) any matter that was either the subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to that item, or a “reportable event” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 23, 2008, the Board elected David Foster to be a director of the Company until the next annual meeting of the stockholders of the Company, his resignation or removal. The Board also appointed David Foster to the Audit Committee of the Board.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Item
16.1	Letter from Paritz and Company, P.A. to the Securities and Exchange Commission, dated as of September 24, 2008.

2

SIGNATURE

     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: September 29, 2008	By:	/s/ Jack Price
		Name:	Jack Price
		Title:	President and Chief Executive Officer

3

EXHIBIT INDEX

Exhibit No.		Description
	16.1	Letter from Paritz and Company, P.A. to the Securities and Exchange Commission, dated September 24, 2008, filed herewith.

EX-16.1

EXHIBIT 16.1

September 24, 2008

Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549

Gentlemen:

We have read Item 4.01 of Form 8-K with a date of report of September 29 29 2008, of NovaRay Medical, Inc. and are in agreement with the statements contained in the first three paragraphs therein. We have no basis to agree or disagree with other statements of the registrant contained therein.

/s/ Paritz and Company, P.A.

Paritz and Company, P.A.