EXHIBIT 3.2

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


         We hereby  consent to the  incorporation  by reference in this Form S-8
Registration  Statement under the Securities Act of 1933 of Imaging3,  Inc. (the
"Company") dated September 28, 2011, of our report dated March 6, 2011, relating
to the Company's financial  statements for the year ended December 31, 2010, and
the  reference  to our firm  under the  caption  "Experts"  in the  Registration
Statement.



/s/M&K CPAS, PLLC

www.mkacpas.com
Houston, Texas

September 28, 2011