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Microcap & Penny Stocks : IMDS nasdaq bulletin board -- Ignore unavailable to you. Want to Upgrade?


To: kenita who wrote (3141)4/14/1999 10:06:00 AM
From: Labrador  Respond to of 4122
 
You saw it here first
biz.yahoo.com



To: kenita who wrote (3141)4/14/1999 10:23:00 AM
From: Labrador  Read Replies (2) | Respond to of 4122
 
And here's what you didn't see before -- S-2 filed yesterday to permit the selling of 36 million sales of IMDS shares by holders.

why aren't these "shareholders" retaining the shares -- don't they know the IMDS potential, or are they only in IMDS for the "guarantee profit" at the expense of public shareholders?

This prospectus ("Prospectus") relates to an aggregate of 36,832,244 shares (the
"Shares") of common stock, no par value (the "Common Stock"), of Imaging
Diagnostic Systems, Inc., a Florida corporation (the "Company"). Of the
36,832,244 shares of common stock, no par value (the "Common Stock") offered
hereby, all are being sold by the Selling Security Holders. See "Selling
Security Holders". The Company will not receive any of the proceeds from the
sale of Common Stock by the Selling Security Holders.

The Common Stock is traded on the OTC Bulletin Board under the symbol "IMDS". On
April 7, 1999, the closing bid and asked price of the Common Stock as reported
on the OTC Bulletin Board was $.375 and $.3906 respectively.

The Shares are held or will be acquired by certain persons ("Selling Security
Holders") named in this Prospectus. The Shares covered hereby include (i)
14,298,605 shares of Common Stock underlying the Series B Preferred; (ii)
1,320,132 shares of Common Stock underlying the Series G Preferred; (iii)
3,578,253 shares of Common Stock Underlying the Series H Preferred Stock; (iv)
4,794,164 shares of Common Stock underlying the Series I Preferred Stock; (v)
9,553,587 shares of Common Stock underlying the Convertible Debentures;
(vi);1,971,375 Shares of Common Stock that were issued upon conversion of
previously-issued shares of Series F Convertible Preferred Stock (the "Series F
Preferred") and (vii) 925,436 shares of common stock that were issued pursuant
to private placements (iv) 190,625 Shares of Common Stock which may be issued in
connection with the exercise of the Warrants. The number of Common Stock
underlying the Preferred Shares and Convertible Debenture were calculated as if
the Preferred Shares and Debenture were converted on the day before the filing
of the Registration Statement of which this Prospectus is a part (the
"Registration Statement")See "Risk Factors" and "Selling Security Holders".

The Common Stock, Preferred Shares, Debentures and Warrants, including the
underlying common stock were acquired or will be acquired by the Selling
Security Holders in various transactions, all of which were or will be exempt
from the registration provisions of the Securities Act of 1933, as amended (the
"1933 Act"), including sales by the Company in private placements and Regulation
S transactions, the exercise of warrants by certain of the Selling Security
Holders and the conversion of convertible Preferred Stock held by certain of the
Selling Security Holders.


The Selling Security Holders may, from time to time, sell the Shares on the OTC
Bulletin Board, or on any other national securities exchange or automated
quotation system on which the Common Stock may be listed or traded, in
negotiated transactions or otherwise, at prices then prevailing or related to
the then current market price or at negotiated prices. The Shares may be sold
directly or through brokers, or dealers. See "Plan of Distribution."

The Company will receive no part of the proceeds of any sales made by the
Selling Security Holders hereunder. All expenses of registration incurred in
connection with this offering are being borne by the Company, but all selling
and other expenses incurred by the Selling Security Holders will be borne by the
Selling Security Holders. See "Selling Security Holders."