August 21, 2019

Bradley Yourist
Chief Executive Officer
Imaging3, Inc.
10866 Wilshire Boulevard, Suite 225
Los Angeles, CA 90024

       Re: Imaging3, Inc.
           Registration Statement on Form S-1
           Filed July 25, 2019
           File No. 333-232828

Dear Mr. Yourist:

       We have reviewed your registration statement and have the following
comments. In
some of our comments, we may ask you to provide us with information so we may
better
understand your disclosure.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments.

Form S-1 filed July 25, 2019

General

1.     Please clarify whether the 73,130,731 shares of common stock being
registered for resale
       relate only to the convertible promissory note in the principal amount
of $600,000 issued
       to Auctus on May 31, 2019, or include shares of common stock underlying
additional
       tranches to be funded by Auctus pursuant to the Securities Purchase
Agreement. In this
       regard, we note your prospectus cover page references a "certain
Convertible Promissory
       Note," but your filing and registration fee table contain various
references to "Notes"
       and your disclosure on page 31 states that your offering includes shares
of common stock
       "committed to be purchased under the Securities Purchase Agreement." To
the extent you
       are registering shares underlying promissory notes not yet issued,
please provide us your
       legal analysis explaining why you are able to register the resale of
shares underlying such
 Bradley Yourist
FirstName Inc.
Imaging3, LastNameBradley Yourist
Comapany NameImaging3, Inc.
August 21, 2019
August 21, 2019 Page 2
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FirstName LastName
         promissory notes given that you have not yet issued them. Refer to
Securities Act
         Sections Compliance & Disclosure Interpretation 134.01 for guidance.
2.       Please revise your filing to clarify your current business operations,
including the products
         you currently manufacture and/or sell, as opposed to business
activities planned for the
         future but not yet in effect. With respect to planned business
activities, please discuss in
         more detail your plan of operation for the next twelve months,
indicating the timing,
         material costs and source of funds for such plans. For example, please
describe the
         current status of the Coachillin project plan and expected timeline
for its development,
         including any related costs to you. To the extent you are not engaged
in a particular line
         of business, please eliminate any potentially unclear inferences to
such business and
         operations. In this regard, we note you include disclosure regarding
your medical device
         company.
3.       Please revise to clarify why you believe the products you manufacture
and distribute are
         not subject to the Controlled Substances Act of 1970. For example, if
the products you
         manufacture and distribute all contain less than 0.3% THC content,
please so state. In this
         regard, we note you manufacture THC honey oil, THC distillate,
marijuana cigarettes and
         edibles, among others, and distribute cannabis flowers and trim.
4.       Please explain your relationship with Kali Kanna Distribution, Kali
Kanna Farms and
         High Voltage Distribution. In this regard, we note Exhibit 10.8
indicates that you are
         doing business as Kali Kanna Distribution, Kali Kanna Farm and High
Voltage
         Distribution.
Industry Overview, page 5

5.       Please provide support for the industry statistics included throughout
your prospectust.
Marketing and Sales , page 8

6.       We note you state that you maintain an online platform for customers
to purchase your
         products. Please disclose the website for and products currently
offered on the platform.
         In addition, please disclose how you ensure that the distribution of
your products is
         limited to the state of California. In this regard, we note your
disclosure on page 4 that the
         Company is focused on manufacturing and distributing legal cannabis
products in
         California.
Government Approvals and Regulations, page 9

7.       Please expand your disclosure to discuss any requirement for FDA
approval of your
         products and the status of your products in such approval process. We
note that the FDA
         website indicates that the Federal Food, Drug, and Cosmetic Act
defines drugs, in part, by
         their intended use to cure, mitigate, treat, or prevent disease, and,
by way of example,
         explains that claims a product will ease pain are drug claims. We
further note you issued
         a press release on August 5, 2019 stating that your vaporization
cartridge line "includes a
 Bradley Yourist
FirstName Inc.
Imaging3, LastNameBradley Yourist
Comapany NameImaging3, Inc.
August 21, 2019
August 21, 2019 Page 3
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FirstName LastName
         formulated CBD heavy 3:1 vaporization cartridge for customers that
need pain relief."
8.       We note you disclose you intend on building out your real property
into a distribution,
         manufacturing and high-tech cultivation facility to further your goal
of becoming a seed to
         sale, fully vertically integrated cannabis and CBD product company,
with a multi-tiered
         canopy and adjoining tissue culture room. Please discuss the potential
impact of federal
         and state laws related to your proposed cultivation of cannabis and
CBD product.
Risk Factors
Our business is dependent on laws pertaining to the cannabis industry, page 18

9.       Please update your disclosure regarding the Cole Memorandum to reflect
the latest
         guidance issued by the Department of Justice to federal prosecutors on
January 4, 2018
         regarding marijuana enforcement.
Selling Security Holder, page 31

10.      Revise your disclosure to explain how you determined the number of
common shares to
         be registered underlying the convertible promissory notes referred to
in your filing.
11.      Please expand your description of the May 2019 Offering to discuss the
right of first
         refusal granted to Auctus in the Securities Purchase Agreement.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources, page 39

12.      We note that you were in default under the terms of convertible
promissory notes issued in
         2015 and 2016 along with a promissory note issued in 2018. Describe
the steps you are
         taking to address these defaults and explain the reasonably likely
impact on your financial
         condition and operating performance. See section IV.C. of SEC Release
No. 33-8350 for
         additional guidance.
Directors, Executive Officers and Key Employees, page 51

13.      Please revise the biographical sketches for your executive officers
and director to disclose
         each person's principal occupation and employment during the most
recent five years, the
         dates they served in those roles and the name and business of any
corporation or other
         organization in which such occupation and employment were carried on.
In this regard,
         we note that the dates for Mr. Bradley Yourist's employment with his
own law firm and
         Grapefruit Boulevard Investments, Inc., and the date for Mr. Daniel
Yourist's employment
         with Grapefruit and his experience prior to joining Grapefruit, are
not disclosed. Refer to
         Item 401(e) of Regulation S-K.
 Bradley Yourist
Imaging3, Inc.
August 21, 2019
Page 4


Security Ownership of Certain Beneficial Owners and Management , page 57

14.   We note that your two executive officers, Messrs. Bradley Yourist and
David Yourist,
      own 56.5% of your outstanding common stock. Please include a risk factor
discussing
      management's control of the company and any related conflicts of
interest.
Financial Statements, page F-1

15.   Revise your registration statement to provide predecessor financial
statements for
      Grapefruit Boulevard Investments, Inc. along with pro forma financial
information giving
      effect to the reverse acquisition. In addition, revise management's
discussion and analysis
      to discuss the predecessor's historical operating results for each period
presented.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

        You may contact Diane Fritz, Staff Accountant, at (202) 551-3331 or
Ethan Horowitz,
Accounting Branch Chief, at (202) 551-3311 if you have questions regarding
comments on the
financial statements and related matters. Please contact Anuja A. Majmudar,
Attorney-Adviser,
at (202) 551-3844 or, in her absence, Karina Dorin, Attorney-Adviser, at (202)
551-3763 with
any other questions.



                                                           Sincerely,
FirstName LastNameBradley Yourist
                                                           Division of
Corporation Finance
Comapany NameImaging3, Inc.
                                                           Office of Natural
Resources
August 21, 2019 Page 4
cc:       Joseph Lucosky
FirstName LastName