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Re: None

Tuesday, 03/29/2011 6:33:49 PM

Tuesday, March 29, 2011 6:33:49 PM

Post# of 59551
5 months and 6 ammendments to the S-3

And STILL IMGG can't get shares registered for Cranshire.

Kind of ironic....from the 10K:

""As disclosed in our reports on Form 8-K filed with the Securities and Exchange Commission, during the period from January 25, 2008 to March 23, 2009, our chief executive officer sold a portion of our stock owned by him through UBS Financial Services, Inc., a registered member of FINRA, in the open market in a series of transactions under Rule 144 of the Securities Act of 1933, as amended. Our chief executive officer then used the net proceeds of those sales to make loans to us. Initially under the program with UBS, our chief executive officer had the right to convert those loans into newly issued shares of our common stock at the same price at which he sold his shares in the open market. The program was modified to provide that those loans were not convertible into shares but rather became long-term noninterest bearing loans to us. As a result, no shares of our common stock were issued to our chief executive officer during the UBS program or from any notes issued to him from the program. We terminated the program in March 2009 when we realized that the program with UBS could be deemed to be the indirect sale of securities by Imaging3 itself without registration in violation of the Securities Act of 1933, as amended, even though there was compliance with the conditions of Rule 144, and even after the program was modified to eliminate the convertibility of the loans made by our chief executive officer. While we disagree with this interpretation of the UBS program, we recognize that claims can be made against us for the indirect public sale of securities without registration as required by the Securities Act of 1933, as amended. We are subject to the risk that purchasers of securities from our chief executive officer during the program could attempt to seek the rescission of those sales on the basis that the shares sold should have first been registered with the Securities and Exchange Commission. If purchasers were to be successful in making those rescission claims against us and our chief executive officer, or if the Securities and Exchange Commission were to seek an enforcement action against us for such sales, we could experience a material adverse impact on its financial condition and operating results. ""