Grapefruit USA Inc (GPFT)

[Baruch Lebovits]

Why the SEC is refusing to let IMGG proxy for more then a year now?

Filing Date: 11/5/2008 Form Type: PRE 14A

http://secfilings.nasdaq.com/filingFrameset.asp?FileName=0001065949%2D08%2D000223%2Etxt&FilePath=%5C2008%5C11%5C05%5C&CoName=IMAGING3+INC&FormType=PRE+14A&RcvdDate=11%2F5%2F2008&pdf=


INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934

Filed by the Registrant X
Filed by a Party other than the Registrant /_/
Check the appropriate box:


X Preliminary Proxy Statement _ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) _ Definitive Proxy Statement _ Definitive Additional Materials _ Soliciting Material Pursuant to ss.240.14a-12

IMAGING3, INC.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

_ No fee required.
_ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

_ Fee paid previously with preliminary materials.


_ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

-1-

--------------------------------------------------------------------------------

IMAGING3, INC.
3200 W. VALHALLA DRIVE
BURBANK, CALIFORNIA 91505

NOVEMBER 5, 2008

Dear Shareholder:

The Board of Directors of Imaging3, Inc. (the "Company") has approved an amendment to the Company's Articles of Incorporation in order to increase the number of authorized shares of common stock from 500,000,000 to 750,000,000, par value $0.001 per share and to authorize 1,000,000 shares of preferred stock, par value $0.001 per share. The Board of Directors is also recommending an amendment to the Company's Bylaws to increase the size of the Company's Board of Directors from two (2) to a range of five (5) to nine (9), with the exact number of directors to be seven (7).

The Board's action to amend the Articles of Incorporation and the amendment to the Company's Bylaws are subject to the approval of the Company's shareholders.

The Board of Directors considers the increase in authorized shares desirable to provide maximum flexibility with respect to the Company's ability to augment its capital in the near future, and to provide greater flexibility for declaration of stock dividends and for other proper corporate purposes in the long term. The Board of Directors believes that increasing the size of the Company's Board of Directors is necessary to allow the Company to add additional advisors to the Board of Directors, including advisors who are independent as defined in Rule 4200 of Financial Industry Regulatory Authority's listing standards. We urge you to read the accompanying written consent solicitation carefully, as it contains a detailed explanation of the proposed amendment and the reasons for the proposed amendments. The Board of Directors believes the proposed amendments are in the best interest of the Company and its shareholders.

Please complete, date and sign the enclosed written consent solicitation and return it promptly in the enclosed envelope on or before December 9, 2008 to ensure that your vote is counted with respect to the proposed amendments to the Company's Articles of Incorporation and Bylaws.

Sincerely,

Dean Janes, Chief Executive Officer and Chairman of the Board


--------------------------------------------------------------------------------

IMAGING3, INC.
3200 W. VALHALLA DRIVE
BURBANK, CALIFORNIA 91505

NOVEMBER 5, 2008

CONSENT SOLICITATION STATEMENT

This Consent Statement is being furnished in connection with the solicitation of written consents of the shareholders of Imaging3, Inc. (the "Company," "we," "us" and "our") to amend our Articles of Incorporation and Bylaws. The proposed amendment to our Articles of Incorporation (the "Articles Amendment") would increase the number of shares of our authorized common stock from 500,000,000 to 750,000,000 shares, par value $0.001 per share, and to authorize 1,000,000 shares of preferred stock, par value $0.001 per share as discussed further herein. The proposed amendment to our Bylaws would increase the size of our Board of Directors from two (2) to a range of five (5) to nine
(9), with the exact number of directors to be seven (7).

We intend to mail this Consent Solicitation Statement and the accompanying consent card on or about November 19, 2008 to the holders of record of our common stock as of the close of business on October 31, 2008. This date is referred to as the "record date." Written consents of shareholders representing a majority of the voting power of our common stock on the record date are required to approve the Amendment.

GENERAL

The Board of Directors has elected to obtain shareholder approval of the Articles Amendment and Bylaws Amendment by written consent, rather than by calling a special meeting of shareholders. Written consents are being solicited from all of our shareholders pursuant to Section 603 of the Corporations Code and Section 10 of Article II of our Bylaws.

RECEIPT OF CONSENTS

We must receive your written consent by 5:00 p.m., Pacific Time, on December 9, 2008 (unless extended by us) (the "Approval Date") to be counted in the vote on the Amendment.

Shareholders who wish to vote "YES" for the Articles Amendment and Bylaws Amendment (collectively, the "Amendment") should complete, sign and date the accompanying written consent card and return it to us in the enclosed postage prepaid envelope as soon as possible.

A written consent card returned by a shareholder will be counted "consent to," "does not consent to" or "abstain" with respect to the Amendment, as indicated on the consent card, with respect to all shares shown on the books of the Company as of the record date as being owned by such shareholder. ANY SHAREHOLDER WHO SIGNS AND RETURNS THE WRITTEN CONSENT CARD BUT WHO DOES NOT INDICATE A CHOICE THEREON WILL BE DEEMED TO HAVE CONSENTED TO THE APPROVAL OF THE AMENDMENT. Shareholder approval will be effective upon receipt by us of affirmative written consents representing a majority of the Company's outstanding shares, but in no event prior to December 9, 2008.

WHO MAY VOTE

Only shareholders of record as of the record date of October 31, 2008 may vote. You are entitled to one vote for each share of the Company's common stock you held on the record date.

-1-

--------------------------------------------------------------------------------

There were 248,924,052 shares of the Company's common stock issued and outstanding on the record date. The Company has no other class of capital stock outstanding. Consent may be given by any person in whose name shares stand on the books of the Company as of the record date, or by his or her duly authorized agent.

IF YOU HOLD YOUR STOCK IN "STREET NAME" AND YOU FAIL TO INSTRUCT YOUR BROKER OR NOMINEE AS TO HOW TO VOTE YOUR SHARES, YOUR BROKER OR NOMINEE MAY NOT, PURSUANT TO APPLICABLE STOCK EXCHANGE RULES, VOTE YOUR STOCK WITH RESPECT TO THE AMENDMENT.

VOTE REQUIRED

WE MUST RECEIVE WRITTEN CONSENTS REPRESENTING A MAJORITY OF THE OUTSTANDING SHARES OF OUR COMMON STOCK FOR APPROVAL OF THE AMENDMENT. Accordingly, abstentions from voting will have the effect of a vote "against" the Amendment.

REVOCATION OF CONSENT

You may withdraw or change your written consent before the solicitation period expires (December 9, 2008). You will need to send a letter to the Company's corporate secretary stating that you are revoking your previous vote.

ABSENCE OF APPRAISAL RIGHTS

Shareholders who abstain from consenting with respect to the Amendment, or who withhold consent to the Amendment, do not have the right to an appraisal of their shares of common stock or any similar dissenters' rights under applicable law.

EXPENSES OF THIS SOLICITATION

This solicitation is being made by the Board of Directors of the Company, and we will bear the costs of such solicitation, including preparation, printing and mailing costs. Written consents will be solicited principally through the mails, but our directors, officers and employees may solicit written consents personally or by telephone. Arrangements will be made with brokerage firms and other custodians, nominees and fiduciaries to forward these consent solicitation materials to shareholders whose stock in the Company is held of record by such entities, and we will reimburse such brokerage firms, custodians, nominees and fiduciaries for reasonable out-of-pocket expenses incurred by them in connection therewith. In addition, we may pay for and utilize the services of individuals or companies we do not regularly employ in connection with this consent solicitation, if management determines it advisable.

-2-

--------------------------------------------------------------------------------

PROPOSALS TO BE VOTED ON

PROPOSAL NO. 1

AMENDMENT TO ARTICLES OF INCORPORATION

As described in the accompanying CONSENT SOLICITATION STATEMENT, the Company proposes to amend its Articles of Incorporation in order to increase the number of authorized shares of the Company's common stock from 500,000,000 to 750,000,000, par value $0.001 per share, and to authorize 1,000,000 shares of preferred stock, par value $0.001 per share (the "Articles Amendment").

The Board of Directors of the Company voted unanimously to implement the Articles Amendment because the Board of Directors believes that increasing the size of the Company's Board of Directors is necessary to allow the Company to add additional advisors to the Board of Directors, including advisors who are independent as defined in Rule 4200 of Financial Industry Regulatory Authority's listing standards.

The Board of Directors believes that an increase to the number of authorized shares of the Company's common stock and the authorization of shares of preferred stock will allow the Company to raise the capital necessary for the Company to grow its business in the future.

The Company is not expected to experience a material tax consequence as a result of the Articles Amendment. Increasing the number of authorized shares of the Company's common stock, and authorizing preferred stock may, however, subject the Company's existing shareholders to future dilution of their ownership and voting power in the Company.

POTENTIAL ANTI-TAKEOVER EFFECT

The additional shares of common stock and preferred stock that would become available for issuance if the proposal were adopted could also be used by the Company to oppose a hostile takeover attempt or delay or prevent changes in control or management of the Company. For example, without further stockholder approval, the Board could strategically sell shares of common stock in a private transaction to purchasers who would oppose a takeover or favor the current Board. Although this proposal to increase the authorized common stock and to authorize preferred stock has been prompted by business and financial considerations and not by the threat of any hostile takeover attempt (nor is the Board currently aware of any such attempts directed at the Company), nevertheless, stockholders should be aware that approval of this Proposal No. 1 could facilitate future efforts by the Company to deter or prevent changes in control of the Company, including transactions in which the stockholders might otherwise receive a premium for their shares over then current market prices.

VOTE REQUIRED AND BOARD RECOMMENDATION

Approval of the Articles Amendment requires the affirmative written consent of shareholders holding at least a majority of the Company's outstanding common stock. The directors and executive officers of the Company, holding an aggregate of 97,339,955 voting shares or 39% of our common stock as of October 31, 2008, intend to vote FOR approval of the Amendment.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS OF THE COMPANY


GIVE THEIR WRITTEN CONSENT IN FAVOR OF THE ARTICLES AMENDMENT.

-3-

--------------------------------------------------------------------------------

PROPOSALS TO BE VOTED ON

PROPOSAL NO. 2

AMENDMENT TO BYLAWS

As described in the accompanying CONSENT SOLICITATION STATEMENT, the Company proposes to amend its Bylaws (the "Bylaws Amendment") in order to increase the size of the Company's Board of Directors from two (2) to a range of five (5) to nine (9), with the exact number of directors to be seven (7) (the "Bylaws Amendment").

The Board of Directors of the Company approves of implementing the Bylaws Amendment because the Board of Directors believes that increasing the size of the Company's Board of Directors is necessary to allow the Company to add additional advisors to the Board of Directors, including advisors who are independent as defined in Rule 4200 of Financial Industry Regulatory Authority's listing standards.

The Company is not expected to experience a tax consequence as a result of the Bylaws Amendment.

VOTE REQUIRED AND BOARD RECOMMENDATION

Approval of the Bylaws Amendment requires the affirmative written consent of shareholders holding at least a majority of the Company's outstanding common stock. The directors and executive officers of the Company, holding an aggregate of 97,339,955 voting shares or 39% of our common stock as of October 31, 2008, intend to vote FOR approval of the Amendment.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS OF THE COMPANY


GIVE THEIR WRITTEN CONSENT IN FAVOR OF THE BYLAWS AMENDMENT.

-4-

--------------------------------------------------------------------------------

ADDITIONAL INFORMATION

Additional information regarding the Company, its business, its capital stock, and its financial condition are included in the Company's Form 10-KSB annual report and its Form 10-Q quarterly reports. Copies of the Company's Form 10-KSB for its fiscal year ending December 31, 2007, as well as the Company's Form 10-Q for the quarters ending March 31, 2008 and June 30, 2008, are available upon request to: Dean Janes, Chief Executive Officer, Imaging3, Inc., 3200 W. Valhalla Drive, Burbank, California 91505.

OTHER MATTERS

The Board of Directors of the Company is not aware that any matter other than those described in this Schedule 14A Information Statement is to be presented for the consent of the shareholders.

UPON WRITTEN REQUEST BY ANY SHAREHOLDER TO DEAN JANES, CHIEF EXECUTIVE OFFICER OF THE COMPANY, AT IMAGING3, INC., 3200 W. VALHALLA DRIVE, BURBANK, CALIFORNIA 91505, TELEPHONE [phone], A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB WILL BE PROVIDED WITHOUT CHARGE.

-5-

--------------------------------------------------------------------------------

EXHIBIT A
AMENDMENT TO BYLAWS


--------------------------------------------------------------------------------

AMENDMENT TO

BYLAWS

OF

IMAGING3, INC.

A CALIFORNIA CORPORATION

The following provision of the Bylaws of Imaging3, Inc. adopted on or about December 9, 2008 (the "Bylaws") is hereby amended and restated (the "Amendment"):

Article III, Section 2 of the Company's Bylaws is hereby amended and restated in its entirety as follows: "Number. The Corporation shall have no fewer than five (5) nor more than nine (9) directors. Initially the exact number of directors will be seven (7). The exact number of directors will be determined from time to time by resolution adopted by approval of the outstanding shares or by the affirmative vote of a majority of the Whole Board of Directors. Notwithstanding the foregoing, before the issuance of any shares and so long as the Corporation has only one shareholder, the number of directors may be one or two, and so long as the Corporation has two shareholders, the number may be two. As used in these Bylaws, the term "Whole Board" means the number of directors that the Corporation would have if there were no vacancies. After the issuance of shares, a bylaw specifying the changing of the maximum or minimum number of directors or changing from a variable to a fixed board or vice versa may be adopted only by approval of the outstanding shares. No reduction of the authorized number of directors shall have the effect of removing any director before the expiration of his term of office."

The Bylaws shall remain in effect as modified by this Amendment to the Bylaws (the "Amendment") except to the extent that the Bylaws contradict the Amendment, in which case this Amendment shall govern.

THIS IS TO CERTIFY:

That I am the duly elected, qualified and acting Secretary of Imaging3, Inc., a California corporation (the "Company"), and that the foregoing Amendment to the Bylaws was validly adopted on December 9, 2008 by written consent of the shareholders entitled to vote a majority of the outstanding capital stock of the Company.

IN WITNESS WHEREOF, I have hereunto set my hand this 9th day of December 2008.


--------------------------------------------------------------------------------

Xavier Aguilera, Secretary

--------------------------------------------------------------------------------

EXHIBIT B
AMENDMENT TO ARTICLES


--------------------------------------------------------------------------------

AMENDMENT TO

ARTICLES OF INCORPORATION

OF

IMAGING3, INC.

The undersigned, Dean Janes and Xavier Aguilera, hereby certify that:

1. They are the Chief Executive Officer and Secretary, respectively, of Imaging3, Inc., a California corporation (the "Corporation").

2. The Articles of Incorporation of the Corporation are hereby amended as follows:

Article IV is hereby amended and restated to read as follows:

IV.: The Corporation is authorized to issue two classes of shares. One class of shares shall be designated as common stock, par value $0.001 per share, and the total number of common shares which this Corporation is authorized to issue is 750,000,000. The other class of shares shall be designated as preferred stock, par value $0.001 per share, and the total number of preferred shares which this Corporation is authorized to issue is 1,000,000. The preferred stock authorized by these Articles of Incorporation shall be issued in series. The Board of Directors of this Corporation is authorized to determine or alter the rights, preferences, privileges, and restrictions granted to or imposed upon any wholly unissued series of preferred stock, and within the limitations or restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series, to increase or decrease (but not below the number of shares of any such series then outstanding) the number of shares of any such series subsequent to the issue of shares of that series, to determine the designation and par value of any series, and to fix the number of shares of any series.

3. The foregoing Amendment to Articles of Incorporation has been duly approved by the Board of Directors.

4. The foregoing Amendment to the Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Section 902 of the Corporations Code. The total number of outstanding shares of the Corporation entitled to vote is 248,924,052 shares of Common Stock. The number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than fifty percent (50%).

The undersigned further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of their own knowledge.

Dated: December 9, 2008


--------------------------------------------------------------------------------

Dean Janes, Chief Executive Officer

--------------------------------------------------------------------------------


Xavier Aguilera, Secretary

--------------------------------------------------------------------------------

WRITTEN CONSENT OF SHAREHOLDERS OF IMAGING3, INC.
APPROVING AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION AND
AMENDMENT TO THE COMPANY'S BYLAWS

The undersigned shareholder(s) of Imaging 3, Inc. (the "Company") hereby:

|_| CONSENTS TO |_| DOES NOT CONSENT TO |_| ABSTAINS WITH RESPECT TO

a proposal to amend ARTICLE IV of the Company's Articles of Incorporation to effect such action (the "Articles Amendment") as described in the accompanying Consent Solicitation Statement of the Company dated November 5, 2008.

|_| CONSENTS TO |_| DOES NOT CONSENT TO |_| ABSTAINS WITH RESPECT TO

a proposal to amend Article III, Section 2 of the Company's Bylaws to effect such action (the "Bylaws Amendment") as described in the accompanying Consent Solicitation Statement of the Company dated November 5, 2008.

By signing this written consent, a shareholder of the Company shall be deemed to have voted all shares of the Company's common stock which he or she is entitled to vote in accordance with the specifications made above, with respect to the Articles Amendment and Bylaws Amendment described above. IF A SHAREHOLDER SIGNS AND RETURNS THIS WRITTEN CONSENT, BUT DOES NOT INDICATE THEREON THE MANNER IN WHICH HE OR SHE WISHES HIS OR HER SHARES TO BE VOTED WITH RESPECT TO THE PROPOSAL DESCRIBED ABOVE, THEN SUCH SHAREHOLDER WILL BE DEEMED TO HAVE GIVEN HIS OR HER AFFIRMATIVE WRITTEN CONSENT IN FAVOR OF APPROVAL OF THE ARTICLE AMENDMENT AND BYLAWS AMENDMENT.

THIS WRITTEN CONSENT IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY. THIS WRITTEN CONSENT MAY BE REVOKED AT ANY TIME PRIOR TO DECEMBER 8, 2008 BY FILING A WRITTEN INSTRUMENT REVOKING THE CONSENT WITH THE COMPANY'S SECRETARY.

THE COMPANY'S BOARD OF DIRECTORS RECOMMENDS THAT YOU GIVE YOUR AFFIRMATIVE WRITTEN CONSENT IN FAVOR OF APPROVAL OF THE ARTICLES AMENDMENT AND BYLAWS AMEMDMENT.


--------------------------------------------------------------------------------

(Number of Shares)
Date:__________________________


--------------------------------------------------------------------------------

(Please Print Name)

--------------------------------------------------------------------------------


(Signature of Shareholder)

--------------------------------------------------------------------------------


(Please Print Name)

--------------------------------------------------------------------------------


(Signature of Shareholder)
(Please date this written
consent and sign your name as
it appears on your stock
certificate. Executors,
administrators, trustees,
etc., should give their full
titles. All joint owners
should sign.)

PLEASE COMPLETE AND RETURN TO THE COMPANY
BY DECEMBER 9, 2008.