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)
February 6, 2008

Boomerang Systems, Inc.

(Exact name of registrant as specified in its charter)

Delaware	0-10176	22-2306487
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

355 Madison Avenue, Morristown, New Jersey 07960

(Address of principal executive offices)

Registrant’s telephone number, including area code: (973) 538-2247

Digital Imaging Resources, Inc.

(Former name or former address, if changed since last report)

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

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act

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

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

Section 2 – Financial Information

Item 2.01. Completion of Acquisition or Disposition of Assets.

          (a-b) On February 6, 2008, we completed the acquisition of Boomerang Systems, Inc., a Utah corporation (“Boomerang”) by merger of Boomerang with and into our wholly-owned subsidiary, Boomerang Sub, Inc., a Delaware corporation. By virtue of the merger of Boomerang into our subsidiary, our subsidiary succeeded to the business of Boomerang and acquired all of the operations and assets of Boomerang subject to its liabilities.

          (c-d) Information responsive to these paragraphs of this Item 2.01 was “previously reported”, as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in our definitive Schedule 14C filed with the Securities and Exchange Commission on December 21, 2007 (the “Schedule 14C”) and, pursuant to General Instruction B.3. of Form 8-K, is included herein by incorporation by reference.

Section 3 – Securities and Trading Markets

Item 3.02. Unregistered Sales of Equity Securities.

          (a) On February 6, 2008, we sold an aggregate of 30,000,000 shares (2,000,000 shares after reflecting a one-for-fifteen reverse stock split – see Item 5.03 Amendments to Articles of Incorporation or By-laws; Change in Fiscal Year in this Current Report) of our Common Stock, par value $0.001 per share, in a transaction not registered under the Securities Act of 1933, as amended (the “Securities Act”). We realized gross proceeds of $1,800,000 in the transaction and after paying selling commissions of $72,000, we realized net proceeds of $1,728,000. As additional selling compensation, we issued five-year warrants to purchase 750,000 shares (50,000 shares after reflecting the one-for-fifteen reverse stock split) exercisable at a price of $0.08 per share (before reflecting the reverse split). Swartwood, Hesse, Inc. acted as selling agent in the transaction. The transaction was effected in reliance upon the exemption from the registration requirements of the Securities Act afforded by Section 4(2) thereof and Regulation D thereunder. The information required by paragraphs (a) and (c) through (e) of Item 701 of Regulation S-K was previously reported in our Schedule 14C and is included herein by incorporation by reference.

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Section 5 – Corporate Governance and Management

Item 5.01. Changes in Control of Registrant.

          (a-b) On February 6, 2008, a change in control of our company may be deemed to have occurred by virtue of our issuance of 200,000,000 shares (13,333,334 shares after reflecting the one-for-fifteen reverse stock split) of our Common Stock as the merger consideration. Information responsive to paragraphs (a) and (b) of this Item was previously reported in our Schedule 14C and is included herein by incorporation by reference.

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

          (c-e) Effective February 6, 2008, the following persons were elected as executive officers and Directors of our company:

Name	Title
Stanley J. Checketts	Chief Executive Officer and Director
Christopher Mulvihill	President
Amichaim Abramson	Vice President
Joseph R. Bellantoni	Chief Financial Officer
Guy Jardine	Vice President and Director
David Koffman	Director
Paul J. Donohue	Director

Mr. Joseph R. Bellantoni remains our principal financial and accounting officer and a Director of our company.

          Information responsive to paragraphs (c), (e) and (f) of this Item was previously reported in our Schedule 14C and is included herein by incorporation by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a) On February 6, 2008, we filed with the office of the Secretary of State of the State of Delaware:

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(i)	a Certificate of Amendment effecting a one-for-fifteen reverse stock split of our outstanding shares of Common Stock,
(ii)	a Certificate of Amendment effecting an increase in our authorized shares of Common Stock to 35,000,000 shares from 25,000,000 shares; and
(iii)	a Certificate of Ownership and Merger merging our wholly-owned Delaware subsidiary, Boomerang Systems, Inc., a Delaware corporation, into us which provided that our corporate name, as the surviving corporation, was changed to Boomerang Systems, Inc.

All of such filings were effective upon filing.

Information relating to the foregoing is included in our Schedule 14C and was previously reported and is included herein by incorporation by reference.

Item 5.06. Change in Shell Company Status.

          On February 6, 2008, we completed the acquisition, through our wholly-owned subsidiary, of the business, operations and assets of Boomerang, subject to its liabilities, which had the effect of us ceasing to be a “shell company” as defined in Rule 12b-2 of the Exchange Act.

          Information responsive to Item 5.06 was previously reported in our Schedule 14C and is included herein by incorporation by reference.

Item 7.01. Regulation FD Disclosure.

          On February 6, 2008, we issued a press release reporting our completion of the acquisition of Boomerang Systems, Inc. A copy of the press release is attached hereto as Exhibit 99.1.

          The information disclosed in this Item 7.01 and the related exhibit are being furnished solely to comply with Regulation FD and are not considered to be “filed” for purposes of Section 18 of the Exchange Act, and are not subject to the liabilities of that section unless we specifically incorporate it by reference in a document filed under the Securities Act of 1933 or the Exchange Act. By filing this Current Report on Form 8-K

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responsive to Item 7.01 and furnishing this information, we make no admission as to the materiality of any information responsive to Item 7.01 in this Current Report on Form 8-K.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(a)	Financial Statements of businesses acquired.
	The financial statements of Boomerang are included in the Schedule 14C and have been previously reported and are included herein by incorporation by reference.
(b)	Pro forma financial information.
	The pro-forma financial information required in response to this paragraph is included in the Schedule 14C and has been previously reported and are included herein by incorporation by reference.
(c)	Shell company transactions.
	The financial statements and pro-forma financial information required to be filed by Item 9.01 are included in the Schedule 14C and have been previously reported and, as permitted by Item 9.01(c) of Form 8-K, are included herein by incorporation by reference.
(d)	Exhibits.

3.01	Certificate of Amendment filed February 6, 2008 effecting a one-for-fifteen reverse stock split of our outstanding Common Stock.
3.02	Certificate of Amendment filed February 6, 2008 effecting an increase in our authorized shares of Common Stock.
3.03	Certificate of Ownership and Merger filed February 6, 2008 effecting a change in our corporate name to Boomerang Systems, Inc.
99.1	Press Release dated February 6, 2008 (furnished, not filed).

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Signatures

     Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Boomerang Systems, Inc.
Dated: February 6, 2008	By:	/s/ Joseph R. Bellantoni
		Joseph R. Bellantoni
		Chief Financial Officer

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EX-3.01

Exhibit 3.01

CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION OF
DIGITAL IMAGING RESOURCES INC

Digital Imaging Resources Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:

     FIRST: That, by the Unanimous Written Consent dated December 4, 2007 of the Board of Directors of Digital Imaging Resources Inc., resolutions were duly adopted setting forth a proposed amendment to the Certificate of Incorporation of said Corporation, declaring said amendment to be advisable and directing that such amendment be considered by the stockholders of this Corporation for action by written consent pursuant to Section 228 of the General Corporation Law of the State of Delaware. The resolution setting forth the proposed amendment is as follows:

          RESOLVED THAT, a new Article Eleventh of the Certificate of Incorporation reading as follows shall be added thereto:

ELEVENTH: That each fifteen (15) shares of previously authorized Common Stock issued and outstanding immediately prior to the effective date of this Certificate of Amendment shall, upon the effective date of this Certificate of Amendment pursuant to the DGCL, without the necessity of any further action, automatically be combined into and immediately represent one (1) validly issued, fully paid and non-assessable share of Common Stock of the Corporation, par value $0.001 per share. The Corporation shall not issue fractional shares with respect to the combination. Any fractional share that would otherwise be issued will be rounded up to the next whole share.

     SECOND: That thereafter, pursuant to resolution of its Board of Directors, the written consents of stockholders of this Corporation, in accordance with Section 228 of the General Corporation Law, holding the necessary number of shares as required by statute, considered the proposed amendment, consented to such amendment and approved the action taken by this Corporation’s Board of Directors.

     THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

     FOURTH: That the capital of said Corporation shall not be reduced under or by reason of said amendment.

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     IN WITNESS WHEREOF, said Digital Imaging Resources Inc. has caused this Certificate to be signed by Joseph Bellantoni, its President, this 6th day of February, 2008.

Digital Imaging Resources Inc.
 

/s/ Joseph R. Bellantoni  

Joseph Bellantoni, President 

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EX-3.02

Exhibit 3.02

CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION OF
DIGITAL IMAGING RESOURCES INC

Digital Imaging Resources Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:

     FIRST: That, by the Unanimous Written Consent dated December 4, 2007 of the Board of Directors of Digital Imaging Resources Inc., resolutions were duly adopted setting forth a proposed amendment to the Certificate of Incorporation of said Corporation, declaring said amendment to be advisable and directing that such amendment be considered by the stockholders of this Corporation for action by written consent pursuant to Section 228 of the General Corporation Law of the State of Delaware. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that Article Fourth of the Certificate of Incorporation of this corporation be hereby amended to read in its entirety as follows:

          “FOURTH: The total number of shares of capital stock of all classes which the Corporation shall have authority to issue is Thirty-Six Million (36,000,000) shares, of which Thirty-Five Million (35,000,000) shares, of a par value of $.001 per share, shall be designated “Common Stock”, and One Million (1,000,000) shares, of a par value of $.01 per share, shall be designated “Preferred Stock.”

               The Board of Directors is authorized, subject to limitations prescribed by law and the provisions of the Article FOURTH, to provide for the issuance of the shares of Preferred Stock in series, and by filing a certificate pursuant to the applicable law of the State of Delaware, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof.

               The authority of the Board with respect to each series shall include, but not be limited to, determination of the following:

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          (a) the distinctive designation and number of shares of that series;

          (b) the rate of dividends (or the method of calculation thereof) payable with respect to shares of that series, the dates, terms and other conditions upon which such dividends shall be payable, and the relative rights of priority of such dividends to dividends payable on any other class or series of capital stock of the Corporation;

          (c) the nature of the dividend payable with respect to shares of that series as cumulative, noncumulative or partially cumulative, and if cumulative or partially cumulative, from which date or dates and under what circumstances;

          (d) whether shares of that series shall be subject to redemption, and, if made subject to redemption, the times, prices, rates, adjustments and other terms and conditions of such redemption (including the manner of selecting shares of that series for redemption if fewer than all shares of such series are to be redeemed);

          (e) the rights of the holders of shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation (which rights may be different if such action is voluntary than if it is involuntary), including the relative rights of priority in such event as to the rights of the holders of any other class or series of capital stock of the Corporation;

          (f) the terms, amounts and other conditions of any sinking or similar purchase or other fund provided for the purchase or redemption of shares of that series;

          (g) whether shares of that series shall be convertible into or exchangeable for shares of capital stock or other securities of the Corporation or of any other corporation or entity, and, if provision be made for conversion or exchange, the times, prices, rates, adjustments, and other terms and conditions of such conversion or exchange;

          (h) the extent, if any, to which the holders of shares of that series shall be entitled (in addition to any voting rights required by law) to vote as a class or otherwise with respect to the election of directors or otherwise;

          (i) the restrictions and conditions, if any, upon the issue or reissue of any additional Preferred Stock ranking on a parity with or prior to shares of that series as to dividends or upon liquidation, dissolution or winding up;

          (j) any other repurchase obligations of the Corporation, subject to any limitations of applicable law; and

          (k) any other designations, powers, preferences, rights, qualifications, limitations or restrictions of shares of that series.
Any of the designations, powers, preferences, rights, qualifications, limitations or restrictions of any series of Preferred Stock may be dependent on facts ascertainable outside this Certificate of Incorporation, or outside the resolution or resolutions providing for the issue of such series of Preferred Stock adopted by the Board of Directors pursuant to authority expressly vested in it by this Certificate of Incorporation. Except as applicable law or this Certificate of Incorporation otherwise may require, the terms of any series of Preferred Stock may be amended without consent of the holders of any other series of Preferred Stock or any class of capital stock of the Corporation.
The relative powers, preferences and rights of each series of Preferred Stock in relation to the powers, preferences and rights of each other series of Preferred Stock shall, in each case, be as fixed from time to time by the Board of Directors

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in the resolution or resolutions adopted pursuant to the authority granted in this Division A of this Article FOURTH, and the consent, by class or series vote or otherwise, of holders of Preferred Stock of such series of Preferred Stock as are from time to time outstanding shall not be required for the issuance by the Board of Directors of any other series of Preferred Stock, whether or not the powers, preferences and rights of such other series shall be fixed by the Board of Directors as senior to, or on a parity with, the powers, preferences and rights of such outstanding series, or any of them; provided, however, that the Board of Directors may provide in such resolution or resolutions adopted with respect to any series of Preferred Stock that the consent of holders of at least a majority (or such greater proportion as shall be therein fixed) of the outstanding shares of such series voting thereon shall be required for the issuance of shares of any or all other series of Preferred Stock.

               Shares of any series of Preferred Stock shall have no voting rights except as required by law or as provided in the relative powers, preferences and rights of such series.”

     SECOND: That thereafter, pursuant to resolution of its Board of Directors, the written consents of stockholders of this Corporation, in accordance with Section 228 of the General Corporation Law, holding the necessary number of shares as required by statute, considered the proposed amendment, consented to such amendment and approved the action taken by this Corporation’s Board of Directors.

     THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

     FOURTH: That the capital of said Corporation shall not be reduced under or by reason of said amendment.

     IN WITNESS WHEREOF, said Digital Imaging Resources Inc. has caused this Certificate to be signed by Joseph Bellantoni, its President, this 6th day of February, 2008.

Digital Imaging Resources Inc.
 

/s/ Joseph R. Bellantoni  

Joseph Bellantoni, President 

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EX-3.03

Exhibit 3.03

Certificate of Ownership and Merger
Merging
Boomerang Systems, Inc.
Into
Digital Imaging Resources Inc.

     Digital Imaging Resources Inc., a corporation incorporated on the 11^th day of October, 1979 pursuant to the provisions of the General Corporation Law of the State of Delaware, does hereby certify that this Corporation owns all the capital stock of all classes of Boomerang Systems, Inc., a corporation incorporated under the laws of the State of Delaware, and that this Corporation, by a resolution of its board of directors duly adopted by unanimous written consent dated February 4, 2008 determined to and did merge into itself said Subsidiary which resolution is in the following words:

WHEREAS this Corporation lawfully owns all the outstanding stock of Subsidiary, a corporation organized and existing under the laws of the State of Delaware, and

WHEREAS this Corporation desires to merge into itself the Subsidiary and to be possessed of all the estate, property, rights, privileges and franchises of said corporation.

NOW, THEREFORE, BE IT RESOLVED, that this Corporation merge into itself, and it does hereby merge into itself Subsidiary and assumes all of its liabilities and obligations, and

FURTHER RESOLVED, that the corporate name of this Corporation, as the surviving corporation of the merger, shall be changed to Boomerang Systems, Inc., as permitted by Section 253(b) of the General Corporation Law of the State of Delaware, and

FURTHER RESOLVED, that the President or a Vice-President or Secretary of this Corporation, and each of them severally, be and they hereby are directed to make and execute a Certificate of Ownership and Merger setting forth a copy of this resolution, to merge Subsidiary and assume its liabilities and obligations, and the date of adoption thereof and to change the name of this Corporation, and to file the same in the office of the Secretary of State of State of Delaware, and

FURTHER RESOLVED, that the officers of this Corporation be and they hereby are authorized and directed to do all acts and things whatsoever, whether within or without the state, which may be in anywise necessary or proper to effect said merger, and

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FURTHER RESOLVED, that the merger shall be effective upon the date of filing this Certificate of Ownership and Merger with the Secretary of State of Delaware.

IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed by its President this 6th day of February, 2008.

Digital	Imaging Resources Inc.
By:	/s/ Joseph Bellantoni Joseph Bellantoni, President

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Digital Imaging Resources Announces Completion of Acquisition of Boomerang Systems, Inc.

Morristown, New Jersey, February 6, 2008 — Digital Imaging Systems, Inc., (“Digital” or the “Company”) (OTC — DGIR) announced today that it has completed the previously announced acquisition of Boomerang Systems, Inc. Boomerang is engaged in the design, development, and initial marketing of automated racking and retrieval systems for automobile parking and automated racking and retrieval of containerized self-storage units.

Digital issued as consideration for the acquisition 200,000,000 pre-reverse split shares (13,333,334 shares on a post one-for-fifteen reverse split basis) of its Common Stock. Closing of the merger was subject to (i) the completion of a private placement of 30,000,000 pre-reverse split shares (2,000,000 post-split shares) of Common Stock of Digital pursuant to a transaction exempt from the registration requirements of the Securities Act of 1933, as amended, (the “Securities Act”) resulting in net proceeds to Digital of approximately $1,500,000, (ii) the completion of a one-for-fifteen reverse stock split of Digital’s outstanding shares, and (iii) completion by Digital of all filing requirements under the Securities Exchange Act of 1934, as amended, and the passage of all notice periods.

This news release does not constitute an offer of any securities of Digital for sale. The securities issued in the merger transaction and sold in the private sale of Digital’s shares were not registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.

Additional information may be obtained by contacting Maureen Cowell, Digital’s Secretary, at 973-538-2247.

Cautionary Statement for Purposes of the “Safe Harbor” Provisions of the Private Securities Litigation Reform Act of 1995.

     With the exception of historical matters, the matters discussed in this press release are “forward-looking statements” as defined under the Securities Exchange Act of 1934, as amended, that involve risks and uncertainties. Digital intends that the forward-looking statements herein be covered by the safe-harbor provisions for forward-looking statements contained in the Securities Exchange Act of 1934, as amended, and this statement is included for the purpose of complying with those safe-harbor provisions. Forward-looking statements include, among others, the success of the combined companies in implementing the Boomerang business plan in the future and that Boomerang will achieve material revenues. There can be no assurance that the completion of the merger transaction will result in Digital having successful business activities or that the operations of the two companies can be successfully combined and operated. There can be no assurance that the combined companies can be successfully managed

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after the completion of the transaction or that there will be adequate management available for that purpose. Many factors may adversely affect the future operations of Boomerang including the possibility that it will be unable to achieve material revenues, that it will be unable to market its automated systems profitably, or that other companies with significantly larger staffs, revenues and assets may not compete with Boomerang and limit the ability of Boomerang to market its systems. Important factors that could cause Digital to be unable to meet its goals and objectives are also described in Digital’s periodic filings with the Securities and Exchange Commission, including Digital’s annual report on Form 10-KSB and quarterly reports on Form 10-QSB.

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