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): March 21, 2012

Imaging Diagnostic Systems, Inc.

(Exact name of registrant as specified in its charter)

Florida	0-26028	22-2671269
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
of incorporation)		Identification Number)

5307 NW 35th Terrace,

Fort Lauderdale, Florida 33309

 (Address of principal executive offices, including zip code)

(954) 581-9800

(Registrant’s telephone number, including area code)

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:

¨ 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))

Item 1.01 Entry into a Material Definitive Agreement

On March 21, 2012 (the “Effective Date”), Imaging Diagnostic Systems, Inc., a Florida corporation (the “Corporation”), entered into a Series Q Preferred Stock Purchase Agreement (the “Preferred Stock Purchase Agreement”) with the Company’s Chief Executive Officer, Linda B. Grable (the “Series Q Holder”), pursuant to which the Series Q Holder was issued all of the fifty one (51) authorized shares of Series Q Preferred Stock, with a stated value of $0.001 per share (the “Series Q Preferred Stock”). The Series Q Holder was issued fifty-one (51) shares of Series Q Preferred Stock as partial consideration for past and future services rendered.

The Series Q Preferred Stock has the rights, privileges, preferences and restrictions set for in the Certificate of Designation (the “Certificate of Designation”) filed by the Corporation with the Florida Department of State on March 16, 2012, as more fully described in Item 8.01 below.

Each one (1) share of the Series Q Preferred shall have voting rights equal to (x) 0.019607 multiplied by the total issued and outstanding shares of Common Stock eligible to vote at the time of the respective vote (the “Numerator”), divided by (y) 0.49, minus (z) the Numerator.  For purposes of illustration only, if the total issued and outstanding shares of Common Stock eligible to vote at the time of the respective vote is 5,000,000, the voting rights of one share of the Series Q Preferred shall be equal to 102,036 (0.019607 x 5,000,000) / 0.49) – (0.019607 x 5,000,000) = 102,036).

The foregoing description of the Preferred Stock Purchase Agreement is not intended to be complete and is qualified in its entirety by the complete text of the Preferred Stock Purchase Agreement incorporated by reference herein as Exhibit 10.118 to this Current Report on Form 8-K.

Item 3.02 Unregistered Sales of Equity Securities

The information set forth under Item 1.01 is incorporated by reference into this Item 3.02.

The Company claims an exemption from the registration requirements of the Act for the private placement of the securities referenced herein pursuant to Section 4(2) of the Securities Act of 1933 and/or Regulation D promulgated thereunder since, among other things, the transaction did not involve a public offering, the investors were accredited investors and/or qualified institutional buyers, the investors had access to information about us and their investment, the investors took the securities for investment and not resale, and we took appropriate measures to restrict the transfer of the securities.

Item 3.03 Material Modification to Rights of Security Holders

On March 16, 2012, the Corporation filed the Certificate of Designation with the Florida Department of State pursuant to which the Corporation set forth the designation, powers, rights, privileges, preferences and restrictions of the Series Q Preferred Stock. Among other things, each one (1) share of the Series Q Preferred shall have voting rights equal to (x) 0.019607 multiplied by the total issued and outstanding shares of Common Stock eligible to vote at the time of the respective vote (the “Numerator”), divided by (y) 0.49, minus (z) the Numerator.  For purposes of illustration only, if the total issued and outstanding shares of Common Stock eligible to vote at the time of the respective vote is 5,000,000, the voting rights of one share of the Series Q Preferred shall be equal to 102,036 (0.019607 x 5,000,000) / 0.49) – (0.019607 x 5,000,000) = 102,036).

The foregoing description of the Series Q Preferred Stock does not purport to be complete and is subject to, and qualified in its entirety by, the Certificate of Designation, a copy of which is attached hereto as Exhibit 3.27 and incorporated herein by reference.

Item 8.01 Other Events

The Certificate of Incorporation of the Corporation authorizes the issuance of up to 2,000,000 shares of preferred stock and further authorizes the Board of Directors of the Corporation (the “Board”) to fix and determine the designation, preferences, conversion rights, or other rights, including voting rights, qualifications, limitations, or restrictions of the preferred stock. On March 9, 2012 the Board approved by unanimous written consent an amendment to the Corporation’s Certificate of Incorporation to designate the rights and preferences of Series Q Preferred Stock.

On March 16, 2012, the Corporation filed the Certificate of Designation with the Florida Department of State. The Series Q Preferred Stock is being issued to the Series Q Holder as described in Item 1.01 of this Form 8-K, which is incorporated by reference into this Item 8.01.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
3.27*	Articles of Amendment-Certificate of Designation of Series Q Preferred Stock filed with the Florida Department of State on March 16, 2012
10.118*	Preferred Stock Purchase Agreement dated March 21, 2012 by and between the Company and Linda B. Grable

*Filed herewith

SIGNATURES

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

	IMAGING DIAGNOSTIC SYSTEMS, INC.
Date: March 26, 2012	By:	/s/ Linda B. Grable
		Name: Linda B. Grable
		Title: Chief Executive Officer

EX-3.27

EXHIBIT 3.27

ARTICLES OF AMENDMENT

TO THE

ARTICLES OF INCORPORATION

OF

IMAGING DIAGNOSTIC SYSTEMS, INC.

CERTIFICATE OF DESIGNATIONS OF SERIES Q PREFERRED STOCK

The undersigned, being the Chief Executive Officer and Chairman of the Board of Directors of Imaging Diagnostic Systems, Inc., a corporation organized and existing under the laws of the State of Florida (the “Corporation”), DOES HEREBY CERTIFY AND AMEND THE CORPORATION’S ARTICLES OF INCORPORATION AS FOLLOWS:

1.That pursuant to authority expressly granted and vested in the Corporation’s Board of Directors (the “Board”) by the provisions of the Corporation’s Amended and Restated Articles of Incorporation (the “Articles”), the Board adopted the following resolution on March 9, 2012, determining the designations, preferences and rights of its Series Q Preferred Stock:

RESOLVED, that pursuant to authority expressly granted in and vested in the Board by the Articles, the Board hereby creates 51 shares of Series Q Preferred Stock of the Corporation and authorizes the issuance thereof, and hereby fixes the designation thereof, and the voting powers, preferences, and relative, participating, option and other special rights, and the qualifications, limitations or restrictions thereon (in addition to the designation, preferences and relative, participating and other special rights, and the qualifications, limitations or restrictions thereof, set forth in the Corporation’s Articles, which are applicable to the preferred stock, if any) as more specifically described in the Certificate of Designations attached hereto as Exhibit A and made a part hereof; and

2.The foregoing Articles of Amendment to the Articles of Incorporation (the “Amendment”) were adopted pursuant to Sections 607.0602 and 607.0821 of the Florida Business Corporation Act by the Board by written consent dated March 9, 2012.  Therefore, the Amendment was duly adopted by the Board.

Signed on March 15, 2012

IMAGING DIAGNOSITC SYSTEMS, INC.
By:	/s/ Linda B. Grable
	Name: Linda B. Grable
	Title: Chief Executive Officer          Chairman of the Board

EXHIBIT A

IMAGING DIAGNOSTIC SYSTEMS, INC.,

a Florida corporation

CERTIFICATE OF DESIGNATIONS, RIGHTS AND PREFERENCES

OF

SERIES Q PREFERRED STOCK

Imaging Diagnostic Systems, Inc., a corporation organized and existing under the laws of the State of Florida (the “Corporation”), hereby certifies that the following resolution was adopted by the Board of Directors of the Corporation (the “Board”) on March 9, 2012 in accordance with the provisions of its Articles of Incorporation (as may be amended from time to time, the “Articles of Incorporation”) and bylaws.  The authorized series of the Corporation’s previously authorized preferred stock shall have the following designations, rights, preferences, privileges, powers and restrictions thereof, as follows:

RESOLVED, that pursuant to the authority granted to and vested in the Board in accordance with the provisions of the Articles of Incorporation and bylaws of the Corporation, the Board hereby authorizes a series of the Corporation’s previously authorized preferred stock (the “Preferred Stock”), and hereby states the designation and number of shares, and fixes the relative rights, preferences, privileges, powers and restrictions thereof, as follows:

I. NAME OF THE CORPORATION

Imaging Diagnostic Systems, Inc.

II.DESIGNATION AND AMOUNT; DIVIDENDS

A.           Designation.   The designation of said series of preferred stock shall be Series Q Preferred Stock, no par value per share (the “Series Q Preferred”).

B.           Number of Shares.  The number of shares of Series Q Preferred authorized shall be fifty-one (51) shares.  Each share of Series Q Preferred shall have a stated value equal to $0.001 (as may be adjusted for any stock dividends, combinations or splits with respect to such shares, the “Series Q Stated Value”).

C.           Dividends:  Initially, there will be no dividends due or payable on the Series Q Preferred.  Any future terms with respect to dividends shall be determined by the Board consistent with the Corporation’s Articles of Incorporation.  Any and all such future terms concerning dividends shall be reflected in an amendment to this Certificate of Designation, which the Board shall promptly file or cause to be filed.

III.LIQUIDATION RIGHTS

The holders of Series Q Preferred Stock shall have no rights (whether in the form of distributions or otherwise) in respect of any liquidation, dissolution or winding

up of the Corporation, either voluntary or involuntary, and shall be subordinate to all other classes of the Corporation’s capital stock in respect thereto.

IV.           MANDATORY REDEMPTION

Unless otherwise voted on by the disinterested members of the Board, the Company shall redeem all shares of Series Q Preferred, in cash, for the aggregate amount of $1.00 on March 9, 2014.

V.           RANK

All shares of the Series Q Preferred shall rank  (i) senior to the Corporation’s (A) common stock, no par value per share (“Common Stock”), (B) all currently issued outstanding series of preferred stock, no par value per share (“Preferred Stock”), and any other class or series of capital stock of the Corporation hereafter created, except as otherwise provided in clauses (ii) and (iii) of this Article V, (ii) pari passu with any class or series of capital stock of the Corporation hereafter created and specifically ranking, by its terms, on par with the Series Q Preferred (the “Pari Passu Shares”)and (iii) junior to any class or series of capital stock of the Corporation hereafter created specifically ranking, by its terms, senior to the Series Q Preferred (the “Senior Shares”), in each case as to distribution of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary.

VI.           VOTING RIGHTS

Each one (1) share of the Series Q Preferred shall have voting rights equal to (x) 0.019607 multiplied by the total issued and outstanding shares of Common Stock eligible to vote at the time of the respective vote (the “Numerator”), divided by (y) 0.49, minus (z) the Numerator.  For purposes of illustration only, if the total issued and outstanding shares of Common Stock eligible to vote at the time of the respective vote is 5,000,000, the voting rights of one share of the Series Q Preferred shall be equal to 102,036 (0.019607 x 5,000,000) / 0.49) – (0.019607 x 5,000,000) = 102,036).

With respect to all matters upon which stockholders are entitled to vote or to which stockholders are entitled to give consent, the holders of the outstanding shares of Series Q Preferred Stock shall vote together with the holders of Common Stock without regard to class, except as to those matters on which separate class voting is required by applicable law or the Articles of Incorporation or bylaws.

VII.           PROTECTION PROVISIONS

So long as any shares of Series Q Preferred are outstanding, the Corporation shall not, without first obtaining the unanimous written consent of the holders of Series Q Preferred, (i) alter or change the rights, preferences or privileges of the Series Q Preferred so as to affect adversely the holders of Series Q Preferred or (ii) create Pari Passu Shares or Senior Shares.

VIII.           MISCELLANEOUS

A.           Status of Redeemed Stock: In case any shares of Series Q Preferred shall be redeemed or otherwise reacquired, the shares so redeemed or reacquired shall resume the status of authorized but unissued shares of preferred stock, and shall no longer be designated as Series Q Preferred.

B.           Lost or Stolen Certificates: Upon receipt by the Corporation of (i) evidence of the loss, theft, destruction or mutilation of any Preferred

Stock certificate(s) and (ii) (A) in the case of loss, theft or destruction, indemnity (with a bond or other security) reasonably satisfactory to the Corporation or (B) in the case of mutilation, the Preferred Stock certificate(s) (surrendered for cancellation), the Corporation shall execute and deliver new Preferred Stock certificate(s).

C.           Waiver: Notwithstanding any provision in this Certificate of Designation to the contrary, any provision contained herein and any right of the holders of Series Q Preferred granted hereunder may be waived as to all shares of Series Q Preferred (and the holders thereof) upon the unanimous written consent of the holders of the Series Q Preferred.

D.           Notices: Any notices required or permitted to be given under the terms hereof shall be sent by prepaid certified or registered mail (return receipt requested), or delivered personally, by nationally recognized overnight carrier or by confirmed facsimile transmission, and shall be effective five (5) days after being placed in the mail, if mailed, or upon receipt or refusal of receipt, if delivered personally, by nationally recognized overnight carrier or confirmed facsimile transmission, in each case addressed to a party as set forth below, or such other address and telephone and fax number as may be designated in writing hereafter in the same manner as set forth in this Section.

If to the Corporation:

Imaging Diagnostic Systems, Inc.

5307 NW 35th Terrace, 

Fort Lauderdale, FL 33309

Attention: Linda B. Grable, Chief Executive Officer

Telephone: 954-581-9800

If to the holder of Series Q Preferred, to the address listed in the Corporation’s books and records.

IN WITNESS WHEREOF, the undersigned has signed this certificate as of the 9th day of March, 2012.

IMAGING DIAGNOSTIC SYSTEMS, INC.
By:	/s/ Linda B. Grable
	Name:	Linda B. Grable
	Title:	Chief Executive Officer Chairman of the Board

EX-10.118

EXHIBIT 10.118

SERIES Q PREFERRED STOCK PURCHASE AGREEMENT

Private and Confidential

THIS SERIES Q PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”), made as of the last date executed below (the “Effective Date”), by and among Imaging Diagnostic Systems, Inc. a Florida corporation with a principal address of 5307 NW 35th Terrace, Fort Lauderdale, FL, 33309(“the “Company”), and Linda B. Grable, an individual with an address of c/o 5307 NW 35th Terrace, Fort Lauderdale, FL, 33309 (“Buyer”). Each of the Company and Buyer is a “Party” and together, are the “Parties.”

W I T N E S S E T H:

WHEREAS, the Company has authorized 2,000,000 shares of preferred stock (the “Preferred Stock”); and

WHEREAS, the Company has designated fifty one (51) shares of Preferred Stock as Series Q Preferred Stock, par value $0.001 per share (the “Series Q Preferred Stock”), having the rights, preferences, privileges, powers and restrictions set forth in the Certificate of Designation filed with the Secretary of State of the State of Florida on March 16, 2012 and attached hereto as Exhibit A; and

WHEREAS, the Company desires to issue, sell and transfer, and Buyer desires to purchase and receive, fifty one (51) shares of Series Q Preferred Stock (the “Purchased Shares”) subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises set forth above and the mutual agreements, covenants and representations contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and subject to the terms and conditions hereof, the Parties, intending to be legally bound, hereby agree as follows:

1.Agreement to Purchase and Sell; Consideration.  The Company hereby agrees to issue, sell and transfer to Buyer, and Buyer hereby agrees to purchase and receive from the Company, the Purchased Shares, free and clear of any and all liens, mortgages, security interests, encumbrances and other restrictions or limitations (other than restrictions on resales of the Purchased Shares under applicable federal or state securities laws, and the rules and regulations promulgated thereunder) (collectively, “Liens”), as consideration for the Buyer’s services rendered and to be rendered to the Company (the “Consideration”).

2.Closing.  On or before March 21, 2012 (the “Closing Date”), the Parties shall perform the following:

(a)Buyer shall provide Seller a duly authorized and validly executed copy of this Agreement;

(b)Upon the closing of the purchase and sale (the “Closing”), the Company shall provide Buyer with (i) a duly authorized and validly executed copy of this Agreement and (ii) the stock certificate(s) representing the Purchased Shares, together with all documents necessary to effectuate the issuance and transfer of the Purchased Shares; and

(c)The Board of Directors of the Company (the “Board”) shall execute a resolution approving the terms of this Agreement.

3.Transfer Agent.  Buyer agrees that Jersey Transfer and Trust Co. (the “Transfer Agent”) shall have full power and authority to act on behalf of the Company in connection with the issuance, transfer, exchange, replacement and cancellation of all of the Company’s stock certificates.  The Company shall pay all fees due to the Transfer Agent.

4.Representations and Warranties of the Company.  The Company hereby represents and warrants, for a period of twelve (12) months from the Effective Date, to Buyer that all of the statements in the following paragraphs of this Section 4 are true and complete as of the date hereof and shall be true and complete as of the Closing Date.

(a)Due Incorporation; Good Standing.  The Company is duly organized and in good standing in the State of Florida and in every state in which the Company is or should be authorized to do business, unless the failure to be so qualified does not have a material adverse effect on the Company.

(b)Full Power and Authority. The Company has full corporate power and authority to enter into this Agreement and consummate the transactions contemplated hereby.

(c)No Liens.  The Purchased Shares shall be free and clear of any and all Liens.

(d)Valid Issuance. The Purchased Shares shall be, when issued, duly authorized, validly issued, fully paid and non-assessable.

(e)Good Title.  Upon delivery to Buyer at the Closing of the stock certificate(s) representing the Purchased Shares, Buyer shall have good and valid title to the Purchased Shares.

(f)No Conflicts.  The execution and performance of this Agreement will not constitute a breach of the Company’s Certificate of Incorporation or By-laws.

(g)No Broker.  Neither the Company nor any of Representatives (as defined herein) has employed or engaged any broker or finder or incurred any liability for any brokerage fees, commissions or finders’ fees in connection with the transactions contemplated by this Agreement, and the Company hereby indemnifies Buyer against any Losses (as defined herein) arising from the breach of this Section.

5.Representations and Warranties of Buyer. Buyer hereby represents and warrants to the Company that the statements in the following paragraphs of this Section 5 are all true and complete as of the date hereof and shall be true and complete as of the Closing Date.

(a)Full Power and Authority.  Buyer has full power and authority to enter into this Agreement.

(b)Exempt Transaction.  Buyer understands that the sale of the Series Q Preferred Stock is intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), and exempt from registration or qualification under any state law.

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(c)Restricted Securities.     Buyer understands that the Purchased Shares are characterized as “restricted securities” under the Securities Act inasmuch as they was acquired from a transaction that was not a public offering.

(d)Series Q Preferred Stock.  The Series Q Preferred Stock purchased by Buyer hereunder will be acquired for investment only for Buyer’s own account, not as a nominee or agent, and not with a view to the public resale or distribution thereof, and Buyer has no present intention of selling, granting any participation in, or otherwise distributing, the same.

(e)No Oral Representations.  No oral or written representations have been made other than those stated in this Agreement. Buyer is not relying on any oral statements made by the Company or any of the Company’s Affiliates or their respective directors, officers, managers, members, partners, stockholders, employees, representatives, agents, executors or heirs, as applicable (collectively, the “Representatives”), as applicable, in purchasing the Series Q Preferred Stock.  For purposes of this Agreement, “Affiliate” means, with respect to any Person, any other Person controlling, controlled by or under common control with such Person.  The term “control” as used in the preceding sentence means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether by contract or otherwise.  Further, for purposes of this Agreement, “Person” means any individual, partnership, corporation, association, joint stock company, trust, joint venture, unincorporated organization or governmental entity (or any department, agency or political subdivision thereof).

(f)Information about the Company. Buyer has been given the opportunity to ask questions of, and receive answers from, the Company concerning the Company and the Series Q Preferred Stock and any other matters pertaining to the transactions contemplated herein.

6.Indemnification.

(a)In consideration of this Agreement, the Company covenants and agrees that Buyer shall be indemnified and held harmless from and against any and all losses, damages, fees, costs, expenses, obligations and liabilities (collectively, the “Liabilities”) or actions, investigations, inquiries, arbitrations, claims or other governmental or administrative agency proceedings in respect thereof, including, without limitation, enforcement of this Agreement (collectively, the “Actions” and together with the Liabilities, the “Losses”) which are incurred as a result of the Company’s breach of any material representations, warranties and/or covenants set forth herein; provided that the breach is not the result of Buyer’s negligence or misconduct.  Without limiting the foregoing, Losses include, but are not limited to, all reasonable legal fees, court costs and other expenses incurred in connection with investigating, preparing, defending, paying, settling or compromising any suit in law or equity arising out of this Agreement.

(b)In consideration of this Agreement, Buyer covenants and agrees, for itself and its Affiliates, that Buyer shall indemnify and hold harmless the Company and its Representatives from and against any and all Losses which are incurred as a result of Buyer or any of Buyer’s Representatives’ breach of this Agreement, including, but not limited to, the breach of any representations, warranties and/or covenants set forth herein.

7.Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Floridaapplicable to contracts made and to be performed entirely within such State without giving effect to any choice or conflict of law provision that would cause the application of the laws of any other jurisdiction other than the State of Florida.

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8.Term / Survival.  The terms of this Agreement shall be effective as of the Effective Date and continue until such time as the obligations hereunder are fully satisfied; provided, however, that the terms, conditions and obligations of Sections 4, 5, 6, 7, 9, 12, 17, 18 and 19 of this Agreement and this Section 8 shall survive the termination of this Agreement.

9.Successors and Assigns.  The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns, or heirs and executors, as applicable, of the Parties.

10.Counterparts.   This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same agreement.  A faxed or electronic copy of this Agreement shall be deemed an original.

11.Headings.  The headings used in this Agreement are for convenience of reference only and shall not be deemed to limit, characterize or in any way affect the interpretation of any provision of this Agreement.

12.Modifications and Waivers.  No change, modification or waiver of any provision of this Agreement shall be valid or binding unless it is in writing, dated subsequent to the Effective Date, and signed by all Parties. No waiver of any breach, term, condition or remedy of this Agreement by any Party shall constitute a subsequent waiver of the same or any other breach, term, condition or remedy.  All remedies, either under this Agreement, by law or otherwise afforded to a Party, shall be cumulative and not alternative.

13.Severability.  If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision(s) shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision(s) were so excluded and shall be enforceable in accordance with its terms.

14.Termination.  The Parties may not, except for a material breach or failure of a condition or requirement, terminate this Agreement.

15.Entire Agreement.   This Agreement constitutes the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersedes any and all prior negotiations, correspondence, agreements, understandings, duties or obligations between the Parties with respect to the subject matter hereof, whether written or oral.

16.Further Assurances.  From and after the date of this Agreement, upon the reasonable request of a Party, the other Party shall use its commercially reasonable best efforts to execute and deliver such instruments, documents or other writings as may be reasonably necessary or desirable to confirm and carry out and fully effectuate the intent and purposes of this Agreement.

17.Notices. All notices or other communications required or permitted by this Agreement shall be in writing to the addresses set forth in the preamble to this Agreement (or to such other addresses as may be specified by a Party to the other Party pursuant to notice given by such Party in accordance with the provisions of this Section 17 and shall be deemed to have been duly received:

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(a)   if given by fax or email, when transmitted and the appropriate confirmation received, as applicable, if transmitted on a business day and during normal business hours of the recipient, and otherwise on the next business day following transmission;

(b)   if given by certified or registered mail, return receipt requested, postage prepaid, three business days after being deposited in the U.S. mail; and

(c)   if given by courier, messenger or other means, when received or personally delivered.

18.Insider Trading.  Buyer hereby certifies that she has not, nor through any of her Representatives or third parties, purchased or caused to be purchased in the public marketplace, any publicly traded shares of the Company.  Buyer further certifies he has not communicated the nature of the transactions contemplated by the Agreement, is not aware of any disclosure of non-public information concerning said transactions, and has not, is not and will not be a party to any insider trading of any shares of the Company.

19.Binding Arbitration.  In the event of any dispute, claim, question or disagreement arising from or relating to this Agreement or the breach thereof, the Parties shall use their commercially reasonable best efforts to settle the dispute, claim, question or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a reasonably just and equitable solution satisfactory to all Parties. If they do not reach such a solution within a period of sixty (60) calendar days, then, upon notice by a Party to the other Party, all disputes, claims, questions or disagreements shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, including the Optional Rules for Emergency Measures of Protection, and judgment on any award rendered by the arbitrator(s) shall be binding and may be entered in any court having jurisdiction thereof.

[Signature Page Follows]

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In Witness Whereof, the Parties have executed this Agreement as of the last date written below.

BUYER

LINDA B. GRABLE

By:      /s/ Linda B. Grable

           Linda B. Grable

Date:   March 21, 2012

COMPANY

IMAGING DIAGNOSTIC SYSTEMS, INC.

By:      /s/ Linda B. Grable

           Linda B. Grable

           Chief Executive Officer

Date:   March 21, 2012

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EXHIBIT A

SERIES Q PREFERRED STOCK

CERTIFICATE OF DESIGNATION

See attached.