SecProbe.io

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Mail Stop 6010
June 24, 2005

Via U.S. Mail and Facsimile

Mr. Allan L. Schwartz
Executive Vice President and Chief Financial Officer
Imaging Diagnostic Systems, Inc.
6531 NW 18th Court
Plantation, Florida 33313

      Re:	Imaging Diagnostic Systems, Inc.
Form 10-K/A for the Fiscal Year Ended June 30, 2004
Filed June 7, 2005
File No. 000-26028

Dear Mr. Schwartz:

      We have reviewed your filing and have the following
additional
comments.  We have limited our review to only your financial
statements and related disclosures and do not intend to expand our
review to other portions of your documents.  Where indicated, we
think you should revise your document in future filings in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-K/A for the Fiscal Year Ended June 30, 2004

Financial Statements, page 40

Statement of Cash Flows, page F-14

1. We see the changes to the cash flow statement arising from the
response to prior comment six; however, we have continuing
concerns
that some of the items presented in the operating activities
section
are not properly measured. For instance, with respect to inventory
the cash flow statement explains a $240,921 decrease in
inventories
for 2004--that decrease being the difference between the charge
off
of $586,510 and the increase of $345,589.  However, the balance
sheet
shows an increase of $345,589.  Accordingly, the cash flow
statement
does not appear to appropriately explain the change in the balance
sheet account for 2004. In addition, we note from your balance
sheet
that accounts payable and accrued expenses increased by $235,522
and
customer deposits increased by $40,000 from June 30, 2003 to June
30,
2004. The cash flow statement presents these changes as cash
outflows. Under SFAS 95, increases in liabilities are normally
cash
inflows for cash flow statements prepared on the indirect method.
In
a response to this comment, provide us a revised operating section
or
explain to us in detail, how these items are appropriately
presented
in your cash flow statement under the guidance from SFAS 95.
Please
revise your financial statements as necessary.

Note 2(b) Revenue recognition, page F-17

2. Please refer to your response to prior comment nine.  We note
that
you are in the process of fulfilling your obligations related to
installation and training for the February 2004 sale and that the
February 2005 CTLM(R) system has not been installed.  Please tell
us
whether the sales of your products with installation and training
are
multiple-element arrangements and how your revenue recognition
criteria and policies address EITF 00-21.  Additionally, please
tell
us why you believe the requirements for revenue recognition have
been
met, taking into consideration the undelivered elements.

3. Additionally, we note the January 2005 sale to Biomedical
International Snc.  Please tell us how you met the revenue
recognition criteria of collectibility being reasonably assured
when
you recognized revenue during your third fiscal quarter.  In this
scenario, tell us what happens if the customer is not able to
arrange
financing.  Tell us whether the distributor is liable in that
instance and, if not, tell us why revenue should not be deferred
under SAB 104.

Note 2(m) Intangible assets, page F-23

4. We note your responses to prior comments 12, 13 and 14. Your
responses do not provide sufficient analysis for us to agree or
disagree with your conclusion that the UL and CE approvals are
intangible assets under SFAS 142.  Provide us a thorough written
analysis explaining how you applied your specific fact pattern to
the
requirements of SFAS 142.  That is, the supporting analysis should
be
detailed and specific.   Please also tell us why the intangible
assets for the UL and CE approvals are not internally developed
intangible assets as defined in paragraph 10 of SFAS 142 or
research
and development costs as defined in SFAS 2.  It is not clear why
these costs are not product development costs that should have
been
expensed as incurred.  We may have further comment on your
accounting
upon review of that response.

5. In a response to this letter please provide us detailed and
specific support and analysis for your classification of the UL
and
CE approvals as indefinite-lived intangible assets. We may have
further comment on your accounting upon review of that response.

6. Please explain to us why the accounting for the UL and CE
approvals is not inconsistent with the accounting for the costs
incurred for your FDA approvals which you expense as incurred.
Include in your response specific references to GAAP to support
your
position and conclusions.

7. Explain why the amounts paid to consultants represent the fair
value of the intangible assets when those approvals were not
obtained
from the consultants, but from other outside parties.  Explain
your
conclusions with specific references to GAAP.

Note 9. Other current liabilities, page F-32

8. We note your response to prior comment 16 and your revised
disclosures in which you state that these options qualify for
variable plan accounting treatment.  Please tell us why the
liability
did not change from June 30, 2003 to June 30, 2004 if you are
accounting for these options under variable plan accounting.

       As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your responses to our
comments.

	You may contact Lynn Dicker at (202) 551-3616 or me at (202)
551-3605 if you have questions regarding comments on the financial
statements and related matters.  In this regard, do not hesitate
to
contact Brian Cascio, Accounting Branch Chief, at (202) 551-3676.

Sincerely,

Gary Todd
Reviewing Accountant

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Mr. Allan L. Schwartz
Imaging Diagnostic Systems, Inc.
June 24, 2005
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