UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K



     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



        Date of Report (Date of earliest event reported): October 6, 2009


                                 IMAGING3, INC.
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             (Exact name of registrant as specified in its charter)



                                   CALIFORNIA
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                 (State or other jurisdiction of incorporation)


          000-50099                                   95-4451059
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   (Commission File Number)                (I.R.S. Employer Identification No.)


                 3200 W. VALHALLA DR., BURBANK, CALIFORNIA 91505
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               (Address of principal executive offices) (Zip Code)
       Registrant's telephone number, including area code: (818) 260-0930

                                 NOT APPLICABLE
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            (Former name, former address and former fiscal year, if
                           changed since last report)


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions.

[_]  Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR240.14d-2(b))

[_]  Soliciting  material  pursuant  to  Rule  14a-12  under  Exchange  Act  (17
     CFR240.14a-12)

[_]  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR240.14d-2(b))

[_]  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR240.13e-4(c))




SECTION 3. SECURITIES AND TRADING MARKETS

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.

         On October 6, 2009,  Imaging3,  Inc. (the "Company") completed a series
of private  placements of its common stock  pursuant to which the Company sold a
total of  107,059,027  shares of its common stock at a purchase  price of $0.025
per share raising total capital of  $2,676,475.68.  The private  placements were
made pursuant to Rue 506 of  Regulation D promulgated  under Section 4(2) of the
Securities Act of 1933, as amended.


                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended,  the  registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.


                                 IMAGING3, INC.
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                                  (Registrant)

Date:  October 7, 2009


                     /s/ Dean Janes, Chief Executive Officer
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                       Dean Janes, Chief Executive Officer























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