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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0001019687-04-001244.txt : 20040603
<SEC-HEADER>0001019687-04-001244.hdr.sgml : 20040603
<ACCEPTANCE-DATETIME>20040602204203
ACCESSION NUMBER:		0001019687-04-001244
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20040602
ITEM INFORMATION:		Changes in registrant's certifying accountant
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20040603

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			BIOMERICA INC
		CENTRAL INDEX KEY:			0000073290
		STANDARD INDUSTRIAL CLASSIFICATION:	DENTAL EQUIPMENT & SUPPLIES [3843]
		IRS NUMBER:				952645573
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0531

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-08765
		FILM NUMBER:		04845706

	BUSINESS ADDRESS:	
		STREET 1:		1533 MONROVIA AVENUE
		CITY:			NEWPORT BEACH
		STATE:			CA
		ZIP:			92663
		BUSINESS PHONE:		9496452111

	MAIL ADDRESS:	
		STREET 1:		1533 MONROVIA AVENUE
		CITY:			NEWPORT BEACH
		STATE:			CA
		ZIP:			92663

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	NMS PHARMACEUTICALS INC
		DATE OF NAME CHANGE:	19871130

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	NUCLEAR MEDICAL SYSTEMS INC
		DATE OF NAME CHANGE:	19830216

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	NUCLEAR INSTRUMENTS INC
		DATE OF NAME CHANGE:	19720508
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>biomerica_8k-060204.txt
<TEXT>
<PAGE>

                                  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

                                  June 2, 2004
                Date of Report (date of earliest event reported)

                                 BIOMERICA, INC.
                                 ---------------
             (Exact Name of Registrant as Specified in its Charter)

   Delaware                          0-8765                     95-2645573
   --------                          ------                     ----------
(State or Other                   (Commission                (IRS Employee
Jurisdiction of                   File Number)               Identification
                                                                 Number)

                              1533 Monrovia Avenue
                         Newport Beach, California 92663
                         -------------------------------
                     (Address of Principal Executive Offices
                               Including Zip Code)

                                  949-645-2111
                                  ------------
                         (Registrant's Telephone Number,
                              Including Area Code)

                                   __________
                    (Former Name or Former Address if Changed
                               Since Last Report)


<PAGE>

Item 4.  Changes in Registrant's Certifying Accountant.

(a) Previous independent accountants

         (i)      The Company's independent auditors for the fiscal years ended
                  May 31, 2003 and 2002 were BDO Seidman, LLP ("BDO"). Effective
                  May 29, 2004, the Registrant, upon approval of the audit
                  committee of the Board of Directors of the Registrant,
                  approved the appointment of PKF, Certified Public Accountants,
                  A Professional Corporation, as the Registrant's independent
                  auditors for the fiscal year ended May 31, 2004.

         (ii)     BDO last reported on Registrant's financial statements as of
                  August 11, 2003. The report, which covered the two fiscal
                  years ended May 31, 2003, was an unqualified report modified
                  for going concern. While BDO expressed concern as to the
                  Registrant's ability to remain a going concern, neither the
                  report nor the financial statements for the periods contained
                  any other adverse opinion or disclaimer of opinion, nor were
                  they modified as to audit scope or accounting principles.

         The auditors' report of BDO Seidman on the consolidated financials
statements of Biomerica, Inc. and subsidiaries as of and for the years ended May
31, 2003 and 2002 contained the following paragraph:

"The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. The Company has historically
reported net losses and negative cash flows from operations, which raise serious
liquidity concerns. Management estimates that its available cash resources as of
May 31, 2003 along with cost reductions will be sufficient to fund planned
operations through May 31, 2004. These operating and liquidity issues, amongst
other concerns, raise substantial doubt about the Company's ability to continue
as a going concern. Management's plans in regard to these matters are described
in Note 1 to the accompanying consolidated financial statements. The
consolidated financial statements do not include any adjustments relating to the
recoverability and classification of asset carrying amounts or the amount and
classification of liabilities that might result should the Company be unable to
continue as a going concern."

         (iii)    The change of independent accountants was ratified by the
                  Board of Directors of Registrant on May 29, 2004.

         (iv)     During the two fiscal years ended May 31, 2003 and the
                  subsequent interim period through May 29, 2004, there were no
                  disagreements between Registrant and BDO on any matter of
                  accounting principles or practices, financial statement
                  disclosure, or auditing scope or procedure, which, if not
                  resolved, to BDO's satisfaction, would have caused it to make
                  reference to the subject matter of the disagreement in
                  connection with its report.

         (v)      During and the two fiscal years ended May 31, 2003 and
                  subsequent interim period through May 29, 2004, there have
                  been no reportable events (as defined in Regulation S-K Item
                  304(a)(1)(v)).

                  (a)      During the two fiscal years ended May 31, 2003 and
                           the subsequent interim period through May 29, 2004
                           BDO did not advise Registrant that the internal
                           controls necessary for the Registrant to develop
                           reliable financial statements do not exist.

                  (b)      During the two fiscal years ended May 31, 2003 and
                           the subsequent interim period through May 29, 2004,
                           BDO did not advise Registrant that any information
                           had come to their attention which had led them to no
                           longer be able to rely on management's
                           representation, or that had made BDO unwilling to be
                           associated with the financial statements prepared by
                           management.

                  (c)      During the two fiscal years ended May 31, 2003 and
                           the subsequent interim period through May 29, 2004,
                           BDO did not advise Registrant that the scope of any
                           audit needed to be expanded significantly or that
                           more investigation was necessary.

<PAGE>

                  (d)      During the two fiscal years ended May 31, 2003 and
                           the subsequent interim period through May 29, 2004,
                           BDO did not advise Registrant that there was any
                           information which the accountants concluded would
                           materially impact the fairness and reliability of
                           either (i) a previously issued audit report or the
                           underlying statements, or (ii) the financial
                           statements issued or to be issued covering the fiscal
                           periods(s) subsequent to the date of the most recent
                           financial statements covered by an audit report
                           (including information that, unless resolved to the
                           accountant's satisfaction, would prevent it from
                           rendering an unqualified audit report on those
                           financial statements).

         (vi)     Registrant has requested that BDO furnish it with a letter
                  addressed to the SEC stating whether or not it agrees with the
                  above statements. A copy of such letter, dated June 1, 2004,
                  is filed as Exhibit 16.1 to this Form 8-K.

                  (b)      New independent accountants

The Registrant has engaged PKF, Certified Public Accountants, A Professional
Corporation ("PKF") as its new independent accountant on May 29, 2004. Prior to
May 29, 2004, the Registrant had not consulted with PKF regarding (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 Registrant's financial statements, and no written report or oral advice was
provided to the Registrant by PKF concluding there was an important factor to be
considered by the Registrant in reaching a decision as to an accounting,
auditing or financial reporting issue; 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 Item 304 of Regulation S-K, or a
reportable event, as that term is defined in Item 304(a)(1)(iv) of Regulation
S-K.

ITEM 7. FINANCIAL STATEMENT AND EXHIBITS

(c) The following documents are filed herewith as exhibits:

Exhibit 16.1 Letter from BDO dated June 1, 2004.


                                   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.

                                    Biomerica, Inc.

Dated: June 2, 2004                 By: /s/ Zackary S. Irani
                                        -------------------------------
                                        Name: Zackary S. Irani
                                        Title:  Chief Executive Officer


                                   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:  June 2, 2004                    Biomerica, Inc.

                                        By: /s/ Zackary S. Irani
                                            --------------------------
                                            Zackary S. Irani
                                            Chairman

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-16.1
<SEQUENCE>2
<FILENAME>biomerica_8kex16-1.txt
<TEXT>
<PAGE>
Exhibit 16.1

June 1, 2004

Securities and Exchange Commission
450 5th Street N.W.
Washington, D.C. 20549

Ladies and Gentlemen:

We have been furnished with a copy of the response to Item 4 of Form 8-K for the
event that occurred on May 29, 2004, which is being filed by our former client,
Biomerica, Inc. ("BMRA"). We have read Item 4 of Biomerica Inc.'s Form 8-K dated
May 29, 2004 and have the following comments:

1.   We agree with the statements made by BMRA in the first sentence of the
     paragraph (a)(i), paragraphs (a)(ii), (a)(iv), (a)(v) and (a)(vi) in
     response to that Item insofar as they relate to our firm.

2.   We are not in the position to agree or disagree with the statements made by
     BMRA in the second sentence of paragraph (a)(i) and paragraphs (a)(iii) and
     (b).

Very truly yours,

/s/ BDO Seidman, LLP

BDO Seidman, LLP

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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