8-K

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

                                    FORM 8-K

                                 CURRENT REPORT

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

                                February 23, 2005
                                -----------------
                                 Date of Report
                        (Date of Earliest Event Reported)

                        IMAGING DIAGNOSTIC SYSTEMS, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         Florida                       0-26028                22-2671269

(State or Other Jurisdiction of (Commission File Number)    (I.R.S. Employer
Incorporation or Organization)                            Identification Number)

                               6531 NW 18TH COURT
                              PLANTATION, FL 33313
               --------------------------------------------------
                    (Address of principal executive offices)


                                 (954) 581-9800
                    -----------------------------------------
                         (Registrant's telephone number)

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 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
     (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
     Act.  (17 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
     Act.  (17 240.13e-4(c))





                 SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.03   Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
            Year

On February 23, 2005, a Special Meeting of shareholders of Imaging Diagnostic
Systems, Inc., at which a quorum was present, was held at our corporate offices
at 6531 NW 18th Court, Plantation, FL to approve a proposal to amend the
Company's Articles of Incorporation to increase the number of authorized shares
of the Company's common stock, no par value, from 200,000,000 to 300,000,000.
Our Board of Directors had previously approved the proposal. The shareholders
approved the proposal by an affirmative vote of a majority of the shares present
in person or by proxy.

The amendment to the articles is attached as Exhibit 99.1 to this report and is
incorporated by reference.


                  SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01   Financial Statements and Exhibits

               (c) Exhibits

Exhibit No.              Description of Exhibits

99.1                     Amendment to the Articles of Incorporation.


SIGNATURES

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

                              IMAGING DIAGNOSTIC SYSTEMS, INC.

Dated February 24, 2005


                                    /s/ Allan L. Schwartz
                                    ---------------------
                                    By: Allan L. Schwartz
                                    Executive Vice President
                                    Chief Financial Officer

EX-99

                                  EXHIBIT 99.1

                              ARTICLES OF AMENDMENT
                                       TO
                            ARTICLES OF INCORPORATION
                                       OF
                        IMAGING DIAGNOSTIC SYSTEMS, INC.



In accordance with shareholders approval of a proposal to amend the Company's
Certificate of Incorporation to increase the number of authorized shares of the
Company's common stock, no par value, from 200,000,000 to 300,000,000 duly
executed by a majority of the votes cast by the shareholders of Imaging
Diagnostic Systems, Inc. entitled to vote thereon, and ratification of such
action by the Company's Board of Directors, the Corporation's Articles of
Incorporation to provide for an increase in the authorized Common Stock,
pursuant to the relevant provisions of Chapter 607 of the Florida Statutes are
hereby Amended as follows:



                            ARTICLE III CAPITAL STOCK



The maximum number of shares of capital stock that this corporation is
authorized to have outstanding at any one time is 302,000,000 (THREE HUNDRED AND
TWO MILLION) shares, no par value. The 302,000,000 shares of no par value
capital stock of the Corporation shall be designated as follows:


                o  300,000,000 common shares

                o  2,000,000 Preferred Shares, the rights, and preferences of
                   which are to be designated by the Company's Board of
                   Directors.


Except as amended above the remainder of the Company's Article of Incorporation
shall remain unchanged, and are hereby ratified and confirmed.






The foregoing Amendments to the Articles of Incorporation were duly adopted on
February 23, 2005 by a vote of a majority of the holders of the Corporation's
common stock, no par value and the holders of the Preferred Shares, and approved
by a sufficient number of votes pursuant to the Florida Statutes.

Signed this 23rd day of February 2005.


IMAGING DIAGNOSTIC SYSTEMS, INC


By: /s/ Timothy B. Hansen

        Timothy B. Hansen
        Chief Executive Officer & Director


By: /s/ Allan L. Schwartz

        Allan L. Schwartz
        Executive Vice-President, Chief Financial Officer & Director