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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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): November 24, 2004

                           ACCUIMAGE DIAGNOSTICS CORP.
             (Exact Name of Registrant as Specified in Its Charter)

          NEVADA                         0-26555              33-0713615
(State or Other Jurisdiction of        (Commission         (I.R.S. Employer
Incorporation or organization)         File Number)        Identification No.)

400 OYSTER POINT BOULEVARD, SUITE 201, SOUTH SAN FRANCISCO, CALIFORNIA     94080
             (Address of Principal Executive Offices)                 (Zip Code)

                                 (650) 875-0192
              (Registrant's telephone number, including area code)

   501 GRANDVIEW DRIVE, SUITE 100, SOUTH SAN FRANCISCO, CALIFORNIA 94080-4920
          (Former name or former address, if changed since last report)

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

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

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

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

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


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ITEM 1.01.  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

         AccuImage  Diagnostics  Corp.  (the  "Company")  entered  into a Merger
Agreement (the "Merger Agreement"),  dated as of November 24, 2004, by and among
the Company,  Merge Technologies  Incorporated,  a Nevada corporation ("Merge"),
ADI Acquisition  Corp., a Wisconsin  corporation and wholly owned  subsidiary of
Merge  ("Acquisition  Sub"), and Aviel Faliks, the principal  shareholder of the
Company ("Mr.  Faliks"),  providing for the merger of  Acquisition  Sub with and
into the Company (the  "Merger"),  with the Company  continuing as the surviving
corporation  (the "Merger  Agreement").  Following the Merger,  the Company will
continue as a wholly owned  subsidiary of Merge.  The Boards of Directors of the
Company and Merge have approved the Merger and the Merger Agreement.

         Pursuant  to the terms of the  Merger  Agreement,  shareholders  of the
Company will receive cash for their shares of the  Company's  common stock equal
to  approximately  $0.10 per share of common stock, or a total of  approximately
$6.0  million.  Consummation  of the Merger is subject to customary  conditions,
including approval by the Company's shareholders.  The parties expect the Merger
to be completed in the first quarter of 2005.  The Merger  Agreement is attached
hereto as Exhibit 99.1.

         In connection with the Merger Agreement,  Mr. Faliks has entered into a
voting  agreement  with  Merge  in which  he has  agreed  to vote his 59% of the
Company's  common  stock in favor of the Merger (the  "Voting  Agreement").  The
Voting  Agreement  is  subject  to  termination  under  certain   circumstances,
including  termination of the Merger  Agreement by the Board of Directors of the
Company  pursuant to the Board of Directors'  fiduciary  duties to the Company's
shareholders. The Voting Agreement is attached hereto as Exhibit 99.2.

ITEM 7.01.  REGULATION FD DISCLOSURE.

         On November 24, 2004, the Company issued a news release announcing that
it had  entered  into a Merger  Agreement  with Merge,  Acquisition  Sub and Mr.
Faliks. The full text of the news release is attached as Exhibit 99.3.

         The  information  in this Item 7.01 of this Current Report on Form 8-K,
including  Exhibit 99.3  attached  hereto,  is being  furnished and shall not be
deemed  "filed" for  purposes of Section 18 of the  Securities  Exchange  Act of
1934, as amended,  nor shall it be  incorporated  into future  filings under the
Securities  Act of 1933,  as amended,  or under the  Securities  Exchange Act of
1934,  as amended,  unless  expressly  set forth in such future filing that such
information is to be considered "filed" or incorporated by reference therein.

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits.

         99.1     Merger  Agreement  dated November 24, 2004, by and among Merge
                  Technologies  Incorporated,  ADI  Acquisition  Corp.,
                  AccuImage Diagnostics Corp. and Aviel Faliks.

         99.2     Voting, Proxy and Option Agreement dated November 24, 2004, by
                  and between Merge Technologies  Incorporated and Aviel
                  Faliks.

         99.3     Press Release of AccuImage Diagnostics Corp. dated November
                  24, 2004.


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                                   SIGNATURES


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

                           ACCUIMAGE DIAGNOSTICS CORP.



                                     By:  /s/ AVIEL FALIKS
                                        _____________________________________
                                          Aviel Faliks, Chairman of the Board

Dated:  November 24, 2004



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                                  EXHIBIT INDEX

         EXHIBIT
         NUMBER   DESCRIPTION
         ______   ___________

         99.1     Merger  Agreement  dated November 24, 2004, by and among Merge
                  Technologies  Incorporated,  ADI Acquisition Corp., AccuImage
                  Diagnostics Corp. and Aviel Faliks.

         99.2     Voting,  Proxy and Option Agreement dated November 24, 2004,
                  by and between Merge Technologies  Incorporated and Aviel
                  Faliks.

         99.3     Press Release of AccuImage Diagnostics Corp. dated November
                  24, 2004.


