[Letterhead of Imaging Diagnostic Systems, Inc.]
May 16, 2011
VIA EDGAR AND FEDERAL EXPRESS
Russell Mancuso, Branch Chief
Securities and Exchange Commission
Division of Corporate Finance
100 F. Street N.E.
Washington, D.C. 20549
| | Re: | Imaging Diagnostic Systems, Inc. |
Proxy Statement on Schedule 14A
File No. 000-26028
Preliminary Filing March 8, 2011; Definitive Filing May 16, 2011
Dear Mr. Mancuso:
Imaging Diagnostic Systems, Inc. (the "Company"), recognizes that the disclosure in the above referenced filing is the responsibility of the Company. The Company acknowledges that:
| · | The Company is responsible for the adequacy and accuracy of the disclosure in the filing; |
| · | Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and |
| · | The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
The Company intends to file its Definitive Proxy Statement on Schedule 14A this afternoon.
| | Very truly yours, |
| | |
| | IMAGING DIAGNOSTIC SYSTEMS, INC. |
| | |
| | |
| | /s/ Linda B. Grable |
| | |
| | |
| | Linda B. Grable |
| | Chief Executive Officer |
