Grapefruit USA Inc (GPFT)

[Baruch Lebovits]

SECTION 3. SECURITIES AND TRADING MARKETS

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.

On October 6, 2009, Imaging3, Inc. (the "Company") completed a series of private placements of its common stock pursuant to which the Company sold a total of 107,059,027 shares of its common stock at a purchase price of $0.025 per share raising total capital of $2,676,475.68. The private placements were made pursuant to Rue 506 of Regulation D promulgated under Section 4(2) of the Securities Act of 1933, as amended.

SIGNATURES

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

IMAGING3, INC.
(Registrant)


Date: October 7, 2009



Filing Date: 10/8/2009 Form Type: 8-K