form8k-amend1_010709.htm

Explanatory Note

This Form 8-K/A is being filed by Imaging Diagnostic Systems, Inc. (the “Company” or “Registrant”) to amend the Current Report on Form 8-K, filed by the Registrant on January 5, 2009, solely for the purpose of (i) correcting an oversight regarding disclosure of the substance of paragraph 3 Issuance of New Warrants contained in the Amendment Agreement filed as Exhibit 10.99 and (ii) disclosing the exercise of warrants by Alpha Capital Anstalt following the filing of the initial Form 8-K.

Item 1.01 Entry into a Material Definitive Agreement

Imaging Diagnostic Systems, Inc. (the “Company”) entered into a second Amendment Agreement dated as of December 31, 2008, with two unaffiliated third parties: Whalehaven Capital Fund Limited (“Whalehaven”); and Alpha Capital Anstalt ("Alpha") (Whalehaven and Alpha are collectively referred to as the "Purchasers"). The Amendment Agreement relates to the five-year warrant to purchase 22,222,222 shares of the Company's common stock at an exercise price of $.0228 per share (the "Warrant") issued to Whalehaven pursuant to the Securities Purchase Agreement dated as of August 1, 2008, between the Company and Whalehaven (the "Purchase Agreement"). Under the Purchase Agreement, the Company sold to Whalehaven an 8% Senior Secured Convertible Debenture due August 1, 2009, in the principal amount of $400,000 (the "Debenture") and issued the Warrant to Whalehaven.

In November 2008, Whalehaven converted $160,000 principal amount of the Debenture and received 9,206,065 shares of the Company's common stock as a result. On November 26, 2008, Whalehaven sold to Alpha $50,000 principal amount of the Debenture and the right to purchase 5,555,555 shares underlying the Warrant. As a result of this transaction, the Warrant for 22,222,222 shares was replaced by a warrant held by Whalehaven covering 16,666,667 shares (the "Whalehaven Warrant") and a warrant held by Alpha covering 5,555,555 shares (the "Alpha Warrant") (collectively, the "Warrants").

Under the first Amendment Agreement dated December 10, 2008, the Company agreed to reduce the exercise price of the Warrants to $.015 per share in exchange for the Purchasers' agreement to immediately exercise the Warrants as to 7,000,000 shares (5,000,000 covered by the Whalehaven Warrant and 2,000,000 covered by the Alpha Warrant). The Company used the $105,000 proceeds from the warrant exercise for working capital.

Under the second Amendment Agreement, the Company agreed to reduce the exercise price of the Warrants to $.005 per share in exchange for the Purchasers' agreement to immediately exercise the Warrants as to 14,755,555

shares (11,200,000 by Whalehaven and 3,555,555 by Alpha). The Company further agreed to issue new Warrants to purchase at $.005 per share up to a number of shares of Common Stock equal to the number of shares underlying the existing Warrants being exercised by Whalehaven and Alpha under the second amendment agreement.

The Company intends to use the $73,778 proceeds from the Warrant exercises for working capital.

After the issuance of shares pursuant to Whalehaven’s Notice of Exercise of its Warrant and subsequent issuance of new Warrants, it will have a balance of 11,666,667 shares available for exercise. After the issuance of shares pursuant to Alpha’s Notice of Exercise of its Warrant and subsequent issuance of new Warrants, it will have a balance of 3,555,555 shares available for exercise.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in Item 1.01 is incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

The information provided in Item 1.01 is incorporated by reference into this Item 3.02.

Item 9.01 Financial Statements and Exhibits

10.100

Amendment Agreement by and among Imaging Diagnostic Systems, Inc., Whalehaven Capital Fund Limited, and Alpha Capital Anstalt dated as of December 31, 2008.

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.

IMAGING DIAGNOSTIC SYSTEMS, INC.

Dated: January 7, 2009

/s/ Allan L. Schwartz

By: Allan L. Schwartz

Executive Vice President and

Chief Financial Officer

Florida	0-26028	22-2671269

(State or Other Jurisdiction of	(Commission File Number)	(I.R.S. Employer
Incorporation or Organization)		Identification Number)

[ ]	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. (17 240.14d-2(b))

[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. (17 240.13e-4(c))