Imaging Diagnostic Systems (fka IMDS)

[jmurfk]

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=8885870

Imaging Diagnostic Systems, Inc.
5307, NW 35 th Terrace
Fort Lauderdale, FL 33309
[phone]

INFORMATION STATEMENT
(Preliminary)

October 30, 2012

NOTICE OF STOCKHOLDER ACTION BY WRITTEN CONSENT

GENERAL INFORMATION

To the Holders of Common Stock of Imaging Diagnostic Systems, Inc.:

This Information Statement has been filed with the Securities and Exchange Commission and is being furnished, pursuant to Section 14C of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), to the holders (the " Stockholders ") of common stock, no par value per share (the " Common Stock "), of Imaging Diagnostic Systems, Inc., a Florida corporation (the " Company "), to notify the Stockholders that on October 30, 2012, the Company received a unanimous written consent in lieu of a meeting of the holders of Series Q Preferred Stock, no par value per share (the " Series Q Preferred "), created by unanimous written consent of the Board of Directors of the Company (the " Board "), as permitted by the Company's Certificate of Incorporation, as may be amended (the " Certificate "). Each share of Series Q Preferred has the equivalent of 168,395,349 votes of Common Stock (based upon the outstanding number of shares of Common Stock issued at the time hereof). Currently, there is one holder of Series Q Preferred (the " Series Q Stockholder " or the " Majority Stockholder "), holding fifty-one (51) shares of Series Q Preferred, resulting in the Series Q Stockholder holding in the aggregate approximately 50.9989% of the total voting power of all issued and outstanding voting capital of the Company. The Series Q Stockholder authorized the following:

·

The 1-for-500 reverse stock split of the Company's issued and outstanding shares of Common Stock