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Re: calbwt post# 38911

Tuesday, 09/16/2014 6:02:34 PM

Tuesday, September 16, 2014 6:02:34 PM

Post# of 39209
No one picked up on the fact IMDS sent the IRS $250,000 which is exactly 10% of the amount of the purchase price of IMDS. We know where $100,000 came from. Want to bet the other $150,000 was a second "installment" as well? Let's see.. The "purchase" of IMDS was for 2.5MM dollars. Grable and IMDS owe the IRS about half that. So now $250k comes into IMDS and then goes to the IRS, as well as future "installment" payments to purchase IMDS.

Nothing happens by coincidence with IMDS.

item 1.01 Entry into a Material Definitive Agreement; Item 3.02 Unregistered Sales of Equity Securities; Item 5.01 Changes in Control of Registrant

On August 4, 2014, pursuant to the Securities Purchase Agreement (the “SPA”) dated as of June 27, 2014, among Imaging Diagnostic Systems, Inc. (the “Company”), Viable International Investments, LLC, a Florida limited liability company (the “Investor”) and certain affiliates of the Company, Investor purchased 250 shares of the Company’s Series M convertible preferred stock (the “Preferred Stock”) for an aggregate purchase price of $2,500,000 ($10,000 per share) of which $100,000 was paid pursuant to a non-refundable deposit on June 27, 2014. This was the First Closing under the SPA (disclosed in the Company’s Form 8-K Report filed July 1, 2014), which was scheduled for July 31, 2014; however, the closing date was extended to August 4 by mutual agreement of the parties. As a result of the Investor’s purchase of the Preferred Stock, Investor’s owns a 78.9% voting and economic interest in the Company’s capital stock, which represents a change in control of the Company.


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