SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
                             _____________________

                                   FORM 10-K/A
                              _____________________

  [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                           ACT OF 1934 [Fee Required]
                     For the fiscal year ended June 30, 2009

                                       OR

   [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
                     EXCHANGE ACT OF 1934 [No Fee Required]
          For the transition period from _____________ to _____________

                           Commission File No. 0-10248
                           ___________________________

                                FONAR CORPORATION
             (Exact name of registrant as specified in its charter)

           DELAWARE                                      11-2464137
    (State of incorporation)                (IRS Employer Identification Number)

                   110 Marcus Drive, Melville, New York 11747
               (Address of principal executive offices) (Zip Code)

                                 (631) 694-2929
              (Registrant's telephone number, including area code)
              ____________________________________________________

           Securities registered pursuant to Section 12(b) of the Act:
                    Common Stock, par value $.0001 per share

           Securities registered pursuant to Section 12(g) of the Act:
                                      None
        ________________________________________________________________

Indicate by check mark if the  registrant is a well-known  seasoned  issuer,  as
defined in Rule 405 of the  Securities  Act. Yes ___ No _X_

Indicate  by  check  mark if the  registrant  is not  required  to file  reports
pursuant to Section 13 or Section 15(d) of the Act. Yes ___ No _X_

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes _X_  No ___

Indicate by check mark if disclosure of delinquent filers,  pursuant to Item 405
of Regulation S-K,  {section}229.405 of this Chapter, is not contained, and will
not be contained, to the best of the registrant's knowledge, in definitive proxy
or information statements  incorporated by reference in Part III of this 10-K or
any amendment to the Form 10-K. [X]

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
definitions  of "large  accelerated  filer",  "accelerated  filer  and  "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ___     Accelerated filer ___
Non-accelerated filer ___       Smaller reporting company _X_

(Do not check if a smaller reporting company)
Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes ___ No _X_

The aggregate market value of the shares of Common Stock held by  non-affiliates
as of December  31,  2008 based on the closing  price of $0.83 per share on such
date as reported on the NASDAQ System, was approximately $4.0 million. The other
outstanding classes do not have a readily determinable market value.

As of September 30, 2009,  4,906,275 shares of Common Stock, 158 shares of Class
B Common  Stock,  382,513  shares of Class C Common Stock and 313,451  shares of
Class A Non-voting Preferred Stock of the registrant were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE
None


REASON FOR AMENDMENT

Fonar  Corporation  is  amending  its 10-K to change  the  language  in Item 9A,
Controls and Procedures,  in accordance with comments made by the Securities and
Exchange  Commission,  to disclose  the  conclusions  of certain of our officers
regarding  the  effectiveness  of our  disclosure  controls and  procedures  and
statements regarding internal control over our financial reporting. We have also
been asked to include  certain  language in our  exhibits  referring to internal
control over financial reporting.

PART I
ITEM 1.  BUSINESS
GENERAL

Fonar  Corporation,  sometimes  referred to as the  "Company"  or "Fonar",  is a
Delaware corporation which was incorporated on July 17, 1978. Our address is 110
Marcus  Drive,  Melville,  New York 11747 and our  telephone  number is 631-694-
2929. Fonar also maintains a WEB site at www.Fonar.com. Fonar provides copies of
its filings with the Securities and Exchange  Commission on Forms 10-K, 10-Q and
8-K and amendments to these reports to stockholders on request.

We conduct our business in two segments.  The first,  conducted directly through
Fonar, is referred to as our medical equipment  segment.  The second,  conducted
through our wholly owned subsidiary Health Management Corporation of America, is
referred to as the physician management and diagnostic services segment.

MEDICAL EQUIPMENT SEGMENT

Fonar is  engaged in the  business  of  designing,  manufacturing,  selling  and
servicing  magnetic  resonance  imaging,  also  referred  to as  "MRI"  or "MR",
scanners  which utilize MRI  technology for the detection and diagnosis of human
disease.  Fonar's  founders built the first scanner in 1977 and Fonar introduced
the first  commercial MRI scanner in 1980.  Fonar is the originator of the iron-
core non-superconductive and permanent magnet technology.

Fonar's iron frame  technology made Fonar the originator of "open" MRI scanners.
We introduced the first "open" MRI in 1980. Since that time we have concentrated
on  further  application  of our  "open"  MRI,  introducing  most  recently  the
Upright(R)  Multi-Position(TM) MRI scanner (also referred to as the "Upright(R)"
or "Stand-Up(R)" MRI scanner) and the Fonar 360(TM) MRI scanner.

The product we are now most  vigorously  promoting  is our  Upright(R)  MRI. The
Upright(R)  MRI is  unique in the  industry  in that it  allows  patients  to be
scanned  in a fully  weight-bearing  condition,  such as  standing,  sitting  or
bending in any position that causes symptoms.  This means that an abnormality or
injury,  such as a slipped disk can be visualized where it may not be visualized
with the patient  lying down. We are  introducing  the name  "Upright(R)"  as an
alternative to  "Stand-UP(R)"  because of the multiplicity of positions in which
the patient may be scanned where the patient is not standing.

PHYSICIAN MANAGEMENT AND DIAGNOSTIC SERVICES SEGMENT

Health Management Corporation of America, which we sometimes refer to as "HMCA",
was  formed  by Fonar in March  1997 as a  wholly-owned  subsidiary  in order to
enable us to expand into the  business  of  providing  comprehensive  management
services to medical providers. HMCA provides management services, administrative
services, office space, equipment,  repair, maintenance service and clerical and
other non-medical personnel to medical providers. Since July 28, 2005, following
the sale of  HMCA's  physical  therapy  and  rehabilitation  business,  HMCA has
elected to provide its services solely to diagnostic imaging centers.

See Note 20 to the  Consolidated  Financial  Statements  for separate  financial
information  respecting  our medical  equipment  and  physician  and  diagnostic
management services segments.

FORWARD LOOKING STATEMENTS.

Certain statements made in this Annual Report on Form 10-K are  "forward-looking
statements",  within the meaning of the Private Securities Litigation Reform Act
of 1995, regarding the plans and objectives of Management for future operations.
Such statements involve known and unknown risks, uncertainties and other factors
that may cause our actual results,  performance or achievements to be materially
different  from any future  results,  performance or  achievements  expressed or
implied by such forward-looking statements. These forward-looking statements are
based on current expectations that involve numerous risks and uncertainties. Our
plans and objectives are based, in part, on assumptions  involving the expansion
of business.  These  assumptions  involve judgments with respect to, among other
things,  future economic,  competitive and market conditions and future business
decisions,  all of which are difficult or impossible to predict  accurately  and
many of which are beyond our control.  Although we believe that our  assumptions
underlying the forward-looking statements are reasonable, any of the assumptions
could  prove  inaccurate  and,  therefore,  there can be no  assurance  that the
forward-looking  statements  included  in this  Annual  Report  will prove to be
accurate.   In  light  of  the   significant   uncertainties   inherent  in  our
forward-looking  statements,  the  inclusion of such  information  should not be
regarded as a  representation  by us or any other person that our objectives and
plans will be achieved.

RECENT DEVELOPMENTS AND OVERVIEW.

Our products and  works-in-progress  are intended to  significantly  improve our
competitive position.  Our current products are the Upright(R) MRI and the Fonar
360(TM).

The Upright(R) MRI permits,  for the first time, MRI diagnoses to be made in the
weight-bearing  state.  The  Upright(R) MRI is the only MRI scanner which allows
patients to be scanned while standing, sitting or reclining, either horizontally
or at an angle.  This means  that an  abnormality  or injury,  such as a slipped
disk, will be able to be scanned under full weight-bearing  conditions and, more
often than not, in the position in which the patient experiences pain. A patient
handling  system built into the floor brings the patients to the desired  height
in the scanner.  An adjustable  bed allows the patients to stand,  sit or lie on
their  backs,  sides or stomachs at any angle.  The  Upright(R)  MRI may also be
useful for MRI guided interventional procedures.

More recently a new  application  of the Fonar  Upright(R)  technology is in the
evaluation and diagnosis of patients with the Arnold-Chiari syndrome believed to
affect  from  200,000  to  500,000  Americans.   In  this  syndrome  brain  stem
compression  and entrapment of the brain at the base of the skull in the foramen
magnum,  which is the  circular  bony opening at the base of the skull where the
spinal cord exits the skull. Classic symptoms of the Chiari syndrome include the
"drop  attack",  where the erect patient  unexpectedly  experiences an explosive
rush or nervous discharge at the base of the brain which rushes down the body to
the  extremities,  causing the patient to collapse in a transient  neuromuscular
paralysis which then subsides when the patient is in a horizontal position.

The Fonar Upright(R) MRI has recently demonstrated its key value on two patients
with Chiari syndrome  establishing  that the conventional lie- down MRI scanners
cannot  make an  adequate  evaluation  of their  pathology  since the  patient's
pathology  is most  visible  and  symptoms  are most acute  when the  patient is
upright.  It is critical to have an image of the patient in an upright  position
so that the  neurosurgeons  can fully  evaluate  the  extent  of the brain  stem
compression which is occurring so they can choose the most appropriate  surgical
approach for the operative repair.

Another milestone in the sale and utilization of Fonar's  Upright(R)  technology
is the sale in  September,  2006 of an  Upright(R)  MRI  scanner to the  largest
orthopedic   hospital  in  the  Netherlands,   the  St.   Maartenskliniek.   St.
Maartenskliniek has over 300 in- patient beds and an extensive outpatient clinic
program that  diagnosis and treats  25,000  patients  with  orthopedic  problems
annually. In placing their order, St.  Maartenskliniek  announced from the point
of view of their internationally recognized "Spine Center" that "once Fonar made
available upright weight-bearing MRI imaging technology,  owning one for the St.
Maartenskliniek "Spine Center" was not optional but mandatory.  For our hospital
to continue  to engage in spine  surgery  without  it, once this new  technology
became  available,  was  unacceptable.  Once the means  were  available  to make
certain we were getting the complete  picture of the patient's  spine  pathology
before undertaking  surgery,  so that we could be certain we were not performing
surgery  based on a wrong  diagnosis  and  running  the risk of doing  the wrong
surgery,  we did not regard the  utilization  of this new  technology,  from our
patient's perspective as optional. It was mandatory."

We are vigorously  promoting  sales of the Upright(R) MRI which we regard as our
most promising  product.  The market for the Upright(R)  shows strong  progress.
Revenues recognized from the sale of Upright(R) MRI scanners increased in fiscal
2009 by 48.3% over fiscal 2008 from  approximately  $11.2 million in fiscal 2008
to  approximately  $16.6 million in fiscal 2009.  The following  chart shows the
revenues attributable to our different model scanners for the fiscal years ended
June 30, 2008 and June 30, 2009. Note that we recognize  revenue on a percentage
of completion basis. Accordingly,  revenue is recognized as each sub-assembly of
a scanner is manufactured.  Consequently the revenues for a fiscal period do not
necessarily relate to orders placed in that period.

                                     Revenues Recognized
               Model             Fiscal 2008     Fiscal 2009
               -------------     -----------     -----------
               Upright(R)        $11,203,688     $16,617,352
               Fonar 360(TM)     $         0     $         0
               Other             $         0     $    65,965

The Fonar 360(TM) includes the Open Sky(TM) MRI. We received our first order for
a Fonar 360(TM) scanner in the first quarter of fiscal 2005. The magnet frame is
incorporated into the floor, ceiling and sidewalls of the scan room and is open.
Consequently,  physicians  and  family  members  can walk  inside  the magnet to
approach  the  patient.  The  Open  Sky(TM)  version  of the  Fonar  360(TM)  is
decoratively  designed so that it is incorporated  into the panoramic  landscape
that  decorates the walls of the scan room.  The ability of the Fonar 360(TM) to
give physicians direct 360 degree access to patients and the availability of MRI
compatible  interventional  instruments  such  as  needles,  catheters,  probes,
scalpels  and forceps,  will also enable the Fonar  360(TM) to be used for image
guided interventions.

Fonar's  showcase  installation  of the first  Fonar  360(TM)  MRI  scanner  was
completed at the Oxford Nuffield  Orthopedic  Center in Oxford,  United Kingdom.
Oxford-Nuffield  had two  objectives in the choice of the Fonar 360(TM) MRI. The
first was to have an open  mid-field  MRI imaging  scanner to meet their medical
imaging  needs.  The second was to have an open scanner that would enable direct
image guided surgical  intervention.  The Oxford-Nuffield  scanner is carrying a
full diagnostic imaging load daily.

Additionally,  development  of the works in  progress  Fonar  360(TM)  MRI image
guided  interventional  technology  is  actively  progressing.   Fonar  software
engineers have completed and installed their 2nd generation tracking software at
Oxford-Nuffield  which is designed to enable the surgeons to insert needles into
the patient and  accurately  advance them under direct visual image  guidance to
the target tissue, such as a tumor, so that therapeutic agents can be injected.

Health Management Corporation of America ("HMCA"), a wholly-owned  subsidiary of
Fonar,  currently is managing 10 diagnostic imaging centers located  principally
in New York and Florida.

MEDICAL EQUIPMENT SEGMENT

PRODUCTS

Fonar's principal products are the Upright(R) MRI and the Fonar 360(TM).

The Upright(R) MRI is a whole-body  open MRI system that enables  positional MRI
(pMRI(R))  applications,  such as  weight-bearing  MRI  studies.  Operating at a
magnetic field strength of 0.6 Tesla, the scanner is a powerful,  diagnostically
versatile  and  cost-effective  open MRI that provides a broad range of clinical
capabilities  and a complete set of imaging  protocols.  Patients can be scanned
standing,  bending,  sitting,  upright at an intermediate angle or in any of the
conventional recumbent positions.  This multi-positional MRI system accommodates
an unrestricted  range of motion for flexion,  extension,  lateral bending,  and
rotation  studies of the cervical  (upper)and  lumbar (lower) spine.  Previously
difficult  patient  scanning  positions  can  be  achieved  using  the  system's
MRI-compatible,  three-dimensional, motorized patient handling system. Patients,
lying horizontally,  are placed into the magnet in the conventional  manner. The
system's lift and tilt functions then deliver the targeted  anatomical region to
the center of the magnet.  The ceiling and floor are recessed to accommodate the
full vertical travel of the table. True image orientation is assured, regardless
of the rotation angle, via computer read- back of the table's  position.  Spines
and extremities can be scanned in weight- bearing states;  brains can be scanned
with patients either standing or sitting.

Recently,  this capability of the Fonar  Upright(R)  technology has demonstrated
its key value on patients with the Arnold-Chiari syndrome,  which is believed to
affect 200,000 to 500,000  Americans.  In this syndrome,  brain stem compression
and  subsequent  severe  neurological  symptoms  occur in these  patients,  when
because of  weakness  in the support  tissues  within the skull,  the brain stem
descends and is compressed at the base of the skull in the foramen magnum, which
is the  circular  bony  opening at the base of the skull  where the spinal  cord
exits the skull.  Conventional  lie-down  MRI  scanners  cannot make an adequate
evaluation  of the pathology  since the patient's  pathology is most visible and
the   symptoms   most  acute  when  the   patient  is  scanned  in  the  upright
weight-bearing position.

The Upright(R) MRI has also  demonstrated its value for patients  suffering from
scoliosis.  Scoliosis  patients have been  typically  subjected to routine x-ray
exams for years and must be imaged  upright for an adequate  evaluation of their
scoliosis.  Because the patient must be standing for the exam,  an x-ray machine
has been the only modality that could provide that service.  The Upright(R) MRI,
is the only MRI scanner  which  allows the patient to stand during the MRI exam.
Fonar has  developed a new RF receiver and scanning  protocol that for the first
time allows  scoliosis  patients to obtain  diagnostic  pictures of their spines
without the risks of x-rays.  A recent  study by the National  Cancer  Institute
(2000) of 5,466 women with  scoliosis  reported a 70% increase in breast  cancer
resulting from 24.7 chest x-rays these  patients  received on the average in the
course of their scoliosis treatment.

The Upright(R) MRI is exceptionally open, making it the most  non-claustrophobic
whole-body  MRI  scanner.  Patients  can walk into the magnet,  stand or sit for
their scans and then walk out.  From the patient's  point of view,  the magnet's
front-open  and  top-open  design  provides an  unprecedented  degree of comfort
because the scanner allows the patient an unobstructed  view of the scanner room
from  inside  the  magnet,  and there is  nothing in front of one's face or over
one's head.  The only thing in front of the patient's  face during the scan is a
very large (42")  panoramic TV (included with the scanner)  mounted on the wall.
The bed is tilted back five  degrees to  stabilize a standing  patient.  Special
coil fixtures,  a patient seat, Velcro straps,  and transpolar  stabilizing bars
are available to keep the patient  comfortable  and  motionless  throughout  the
scanning process.

Full-range-of-motion  studies of the joints in virtually any  direction  will be
possible,  an especially  promising  feature for sports injuries.  Full range of
motion cines,  or movies,  of the lumbar spine will be achieved  under full body
weight.

The Upright(R) MRI will also be useful for MRI guided interventional  procedures
as  the  physician  would  have  unhindered   access  to  the  patient  with  no
restrictions in the vertical direction.

This easy-entry,  mid-field-strength  scanner should be ideal for trauma centers
where a quick MRI screening  within the first  critical  hour of treatment  will
greatly  improve  patients'  chances for  survival  and  optimize  the extent of
recovery.

The Fonar 360(TM) is an enlarged  room sized magnet in which the floor,  ceiling
and walls of the scan room are part of the magnet  frame.  This is made possible
by Fonar's  patented  Iron-Frame(TM)  technology  which allows our  engineers to
control,  contour and direct the magnet's lines of flux in the patient gap where
wanted and almost  none  outside  of the steel of the magnet  where not  wanted.
Consequently,  this  scanner  allows  360  degree  access  to the  patient,  and
physicians  and family  members are able to enter the scanner and  approach  the
patient.

The Fonar 360(TM) is presently marketed as a diagnostic scanner and is sometimes
referred to as the Open  Sky(TM) MRI. In its Open  Sky(TM)  capacity,  the Fonar
360(TM)  serves as an open  patient-  friendly  scanner  which allows 360 degree
access to the patient on the scanner bed.

To optimize the  patient-friendly  character of the Open Sky(TM) MRI, the walls,
floor, ceiling and magnet poles are decorated with landscape murals. The patient
gap is twenty inches and the magnetic field strength is 0.6 Tesla.

We also  expect to  enable  the  Fonar  360(TM)  to  function  as an MRI  guided
interventional   scanner,   for  the  purpose  of  performing   intra-operative,
interventional and therapeutic procedures with MR compatible instrumentation. In
this  capacity,  the  enlarged  room sized  magnet and 360 degree  access to the
patient afforded by the Fonar 360(TM) would permit full-fledged support teams to
walk into the magnet and perform MRI guided  interventions on the patient inside
the magnet.  Most importantly,  the exceptional quality of the MRI image and its
exceptional  capacity to exhibit  tissue  detail on the image,  by virtue of the
nuclear resonance signal's  extraordinary capacity to create image contrast, can
then be  obtained  very near real time to guide  the  physician  during  the MRI
guided  intervention.  Thus  MRI  compatible  instruments,  needles,  catheters,
endoscopes  and the like can be  introduced  directly  into the  human  body and
guided to the  malignant  lesion or other  pathology  by means of the MRI image.
Surgically inoperable lesions could be accessed through MRI guided catheters and
needles  making it  possible  to deliver  the  treatment  agent  directly to the
targeted tissue.

The first Fonar 360(TM) MRI scanner, installed at the Oxford-Nuffield Orthopedic
Center in Oxford,  United  Kingdom,  is now carrying a full  diagnostic  imaging
caseload.  In  addition,  however,  development  of the works in progress  Fonar
360(TM) MRI image  guided  interventional  technology  is actively  progressing.
Fonar  software  engineers  have  completed and installed  their 2nd  generation
tracking software at Oxford-Nuffield which is designed to enable the surgeons to
insert needles into the patient and accurately advance them, under direct visual
image  guidance,  to the target  tissue,  such as a tumor,  so that  therapeutic
agents can be injected.

With current treatment methods, such as chemotherapy taken by mouth, the therapy
must  always be  restricted  in the doses that can be  applied to the  malignant
tissue   because  of  the  adverse   effects  on  the  healthy   tissues.   Thus
chemotherapies must be limited at the first sign of toxic side effects. The same
is the case with  radiation  therapy.  Fonar expects that with the Fonar 360(TM)
treatment agents may be  administrated  directly to the malignant tissue through
small catheters or needles,  thereby allowing much larger doses of chemotherapy,
x-rays, laser ablation, microwave and other anti-neoplastic agents to be applied
directly and  exclusively to the malignant  tissue with more effective  results.
Since the interventional procedure of introducing a treatment needle or catheter
under image  guidance will be minimally  invasive,  the procedure can be readily
repeated should  metastases occur elsewhere,  with minimum impact on the patient
beyond a straightforward needle injection.  The presence of the MRI image during
treatment would enable the operator to make assessments during treatment whether
the treatment is being effective.

In addition to the patient  comfort and new  applications,  such as MRI directed
interventions,  made possible by our scanners'  open design,  the Upright(R) and
Fonar 360(TM) scanners are designed to maximize image quality through an optimal
combination of  signal-to-noise  (S/N) and  contrast-to-noise  (C/N) ratios. The
technical   improvements   realized  in  these   scanners'   design  over  their
predecessors  also include  increased  image-  processing  speed and  diagnostic
flexibility.

MRI directed  interventions are made possible by the scanners' ability to supply
images to a monitor  positioned  next to the  patient,  enabling the operator to
view in process an interventional  procedure from an unlimited number of angles.
The  openness of Fonar's  scanners  would  enable a physician  to perform a wide
range of interventional procedures inside the magnet.

In the case of breast imaging the access by a physician  permits an image guided
biopsy to be performed  easily which is essential  once  suspicious  lesions are
spotted by any diagnostic  modality.  In addition to being far superior to x-ray
in  detecting  breast  lesions  because of the MRI's  ability to create the soft
tissue contrast  needed to see them,  where x-ray is deficient in its ability to
generate the needed contrast between cancer and normal tissue,  there is not the
painful compression of the breast characteristic of X-ray mammography.

The Upright(R) MRI and Fonar 360(TM) scanners share much of the same fundamental
technology  and offer the same  speed,  precision  and  image  quality.  Fonar's
scanners  initiated the new market  segment of high-field  open MRI in which the
Fonar Upright(R) MRI is one of the market leaders.  High-field open MRIs operate
at significantly higher magnetic field strengths and, therefore, produce more of
the MRI image-producing  signal needed to make high-quality MRI images (measured
by signal-to-noise ratios, S/N).

The  Upright(R) MRI and Fonar 360(TM)  scanners  utilize a 6000 gauss (0.6 Tesla
field strength) iron core electromagnet.  The greater field strength of the 6000
gauss magnet, as compared to lower field open MRI scanners that operate at 3,000
gauss (0.3 Tesla) when enhanced by the electronics  already  utilized by Fonar's
scanners,  produces images of higher quality and clarity. Fonar's 0.6 Tesla open
scanner magnets are among the highest field "open MRI" magnets in the industry.

The  Upright(R)  MRI and Fonar 360(TM)  scanners are designed to maximize  image
quality   through  an  optimal   combination   of   signal-to-noise   (S/N)  and
contrast-to-noise  (C/N)  ratios.  The  technical  improvements  realized in the
scanners'  design over their lower field  predecessors  also  include  increased
image-processing speed and diagnostic flexibility.

Several technological  advances have been engineered into the Upright(R) MRI and
Fonar 360(TM) scanners for extra  improvements in S/N,  including:  new high-S/N
Organ Specific(TM)  receiver coils; new advanced front-end electronics featuring
high-speed,  wide-dynamic-range  analog-to-digital conversion and a miniaturized
ultra-low-noise pre-amplifier;  high-speed automatic tuning, bandwidth-optimized
pulse  sequences,   multi-  bandwidth  sequences,  and  off-center  FOV  imaging
capability.

In  addition  to the  signal-to-noise  ratio,  however,  the factor that must be
considered when it comes to image quality is contrast,  the quality that enables
reading  physicians  to clearly  distinguish  adjacent,  and  sometimes  minute,
anatomical  structures  from their  surroundings.  This  quality is  measured by
contrast-to-noise  ratios (C/N).  Unlike S/N, which  increases  with  increasing
field strength,  relaxometry  studies have shown that C/N peaks in the mid-field
range and  actually  falls off  precipitously  at higher  field  strengths.  The
Upright(R) MRI and Fonar 360(TM)  scanners  operate  squarely in the optimum C/N
range.

The  Upright(R)  MRI and Fonar 360(TM)  provide  various  features  allowing for
versatile  diagnostic  capability.  For example,  SMART(TM)  scanning allows for
same-scan  customization of up to 63 slices,  each slice with its own thickness,
resolution,  angle and position. This is an important feature for scanning parts
of the body that  include  small-structure  sub-regions  requiring  finer  slice
parameters.  There is also Multi-Angle  Oblique(TM)  (MAO) imaging,  and oblique
imaging.

The console for these scanners includes a mouse-driven,  multi-window  interface
for easy  operation  and a 19-inch,  1280 x 1024-pixel,  20-up,  high-resolution
image monitor with features such as electronic  magnifying  glass and real-time,
continuous zoom and pan.

Prior to the  introduction  of the  Upright(R)  MRI and Fonar  360(TM)  QUAD(TM)
scanner,  the Ultimate(TM) 7000 scanner and the Beta(TM)  scanner.  The Beta(TM)
3000  scanner  utilized a  permanent  magnet and the  Beta(TM)  earlier  Fonar's
products included the 3000M scanner utilized an iron core electromagnet.  All of
our current and earlier  model  scanners  create  cross-sectional  images of the
human body.

During  fiscal  2009,  sales  of  our  Upright(R)  MRI  scanners  accounted  for
approximately  41.8% of our total  revenues  and 56.4% of our medical  equipment
revenues,  as compared to 31.5% of total revenues and 47.6% of medical equipment
revenues in fiscal 2008. These sales show the market  penetration being achieved
by the Upright(R) MRI scanner.

During fiscal 2009 and fiscal 2008, we had no revenues  attributable to sales of
our Fonar 360(TM) scanner.

Our principal  selling,  marketing and advertising  efforts have been focused on
the Upright(R) MRI, which we believe is a particularly unique product, being the
only MRI scanner which is both open and allows for weight bearing imaging. Since
we perceive that the Upright(R) MRI is  successfully  penetrating the market and
enabled us to achieve  profitability  in fiscal 2009,  we expect to continue our
focus on the Upright(R) MRI in the immediate future,  notwithstanding the losses
incurred in fiscal 2008. We are optimistic  that the Fonar 360(TM) and our other
products and works in progress will also contribute to increased product sales.

The materials and components  used in the  manufacture of our products  (circuit
boards, computer hardware components,  electrical components, steel and plastic)
are  generally  available  at  competitive  prices.  We have not had  difficulty
acquiring such materials.

WORKS-IN-PROGRESS

All of our  products  and  works-in-progress  seek to  bring to the  public  MRI
products  that are  expected  to  provide  important  advances  against  serious
disease.

MRI takes  advantage of the nuclear  resonance  signal  elicited from the body's
tissues and the  exceptional  sensitivity of this signal for detecting  disease.
Much of the  serious  disease  of the body  occurs  in the soft  tissue of vital
organs.  The  principal  diagnostic  modality  currently  in use  for  detecting
disease,  as in the case of x-ray  mammography,  are diagnostic  x-rays.  X-rays
discriminate  soft tissues,  such as healthy breast tissue and cancerous  tissue
poorly,  because the x-ray  particle  traverses the various soft tissues  almost
equally  thereby  causing  target films to be nearly  equally  exposed by x-rays
passing through adjacent soft tissues and creating healthy and cancerous shadows
on the film  that  differ  little in  brightness.  The  image  contrast  between
cancerous  and healthy  breast  tissue is poor,  making the  detection of breast
cancers by the x-ray  mammogram  less than optimal and forcing the  mammogram to
rely   on   the   presence   or   absence   of    microscopic    stones   called
"microcalcifications"  instead of being able to "see" the breast cancer  itself.
If microcalcifications are not present to provide the missing contrast, then the
breast cancer goes  undetected.  They  frequently  are not present.  The maximum
contrast  available  by x-ray with which to  discriminate  disease is 4%.  Brain
cancers differ from surrounding healthy brain by only 1.6% while the contrast in
the brain by MRI is 25 times greater at 40%.  X-ray  contrasts  among the body's
soft  tissues are  maximally  4%.  Their  contrast by MRI is 32.5 times  greater
(130%).

The soft tissue contrasts with which to distinguish cancers on images by MRI are
up to 180%. In the case of cancer these contrasts can be even more marked making
cancers readily visible and detectable anywhere in the body. This is because the
nuclear resonance signals from the body's tissues differ so dramatically.  Liver
cancer and healthy liver signals differ by 180% for example.  Thus there is some
urgency to bring to market an MRI based  breast  scanner  that can  overcome the
x-ray  limitation and assure that  mammograms do not miss serious  lesions.  The
added  benefit  of  MRI  mammography  relative  to x-  ray  mammography  is  the
elimination  of the need for the patient to disrobe and the painful  compression
of the breast  typical  of the x-ray  mammogram.  The  patient is scanned in her
street clothes in MRI mammography. Moreover MRI mammogram scans the entire chest
wall  including  the axilla for the presence of nodes which the x-ray  mammogram
cannot reach.

We view our  Upright(R)  MRI as having the  potential  for being an ideal breast
examination  machine as it permits the patient to be seated for the examination,
which would allow easy access for an MRI guided breast  biopsy when needed.  The
Fonar 360(TM) MRI scanner would also be ideal for breast examinations.

PRODUCT MARKETING

The principal  markets for the Company's  scanners are private  scanning centers
and hospitals.

Our  internal  sales force  handles the domestic  market,  although we also have
non-exclusive  domestic  independent sales  representatives.  We continue to use
independent manufacturer's representatives and distributors for foreign markets.
In addition to its internal  domestic  sales force,  Fonar and General  Electric
Medical Systems,  a division of General Electric  Company,  have entered into an
arrangement pursuant to which General Electric Medical Systems is an independent
manufacturer's representative for Fonar's Upright(R) MRI scanner in the domestic
market as well.  Neither General Electric nor any of Fonar's other  competitors,
however,  are entitled to make the Upright(R) MRI scanner. In August 2007, Fonar
engaged the services of a second  independent  sales  representative to focus on
spine  surgeons  or groups of spine  surgeons  pre-approved  by Fonar who have a
pre-existing relationship with the sales representative.

Fonar's Website includes interactive product information for reaching customers.
We plan to  commence  an online  program  for  providing  demonstrations  of our
products to potential customers on an international basis.

Fonar has exhibited its new products at the annual  meeting of the  Radiological
Society of North America ("RSNA") in Chicago from November 1995 through 2007 and
plans to attend RSNA meetings in future  years.  The RSNA meeting is attended by
radiologists  from  all over  the  world.  Most  manufacturers  of MRI  scanners
regularly exhibit at this meeting.

Fonar has targeted  orthopedic  surgeons and  neurosurgeons,  particularly spine
surgeons,  as important markets for the Upright(R) MRI.  Accordingly,  Fonar has
exhibited at annual  meetings of The American  Academy of  Orthopaedic  Surgeons
(AAOS);  the North American Spine Society  (NASS);  the American  Association of
Neurological  Surgeons (AANS); and the Congress of Neurological  Surgeons (CNS).
In addition,  in 2007, Fonar attended the Global Health Care Expansion  Congress
and the Abu Dahabi International Surgical Conference abroad.

Fonar's success in targeting surgeons was most evident in the sale, in September
2006, of an  Upright(R)  MRI scanner to the largest  orthopedic  hospital in the
Netherlands,  the St.  Maartenskliniek  in Nijmegen.  In addition to being a key
sale to a prestigious  hospital,  the medical  conclusions reached and stated by
the buyer and the buyer's  intention to conduct  research  and publish  articles
concerning the Upright(R) technology, are a vital component to Fonar's objective
to prove to the medical community at large, insurers,  governmental agencies and
others the benefits,  if not necessity of Upright(R) scanning. A Director of St.
Maartenskliniek  and the  Chairman  of  Spine  Surgery  stated  that  "We at St.
Maartenskliniek,  the biggest orthopedic  hospital in the Netherlands,  are very
much looking  forward to this new technology  from Fonar which will enable us to
evaluate  the spine  anatomy in the fully weight  bearing  state and in multiple
positions.  We expect  these  new  multi-position  capabilities  to lead to more
accurate  diagnosis and better  surgery  outcomes for patients.  Once our active
research  program has discovered  the benefits of this new Fonar  technology for
patients,  we intend to publish the results in a lot of peer reviewed scientific
journals." The Chairman  stated further "that once Fonar made available  upright
weight-bearing MRI imaging  technology,  owning one for the St.  Maartenskliniek
"Spine Center" was not optional but  mandatory.  For our hospital to continue to
engage in spine surgery without it, once this new technology  became  available,
was unacceptable".

Fonar's advertising  strategy has been designed to reach key purchasing decision
makers with  information  concerning our flagship  product,  the Upright(R) MRI.
This has led to many  inquires and to some sales of the  Upright(R)  MRI scanner
and is intended  to increase  Fonar's  presence in the medical  market.  Fonar's
advertising  has  been  directed  at  four  target   audiences:   neurosurgeons,
orthopaedic surgeons, radiologists and physicians in general.

     1) Neurosurgeons and Orthopaedic  Surgeons:  These are the surgeons who can
most benefit from the superior  diagnostic  benefits of the Fonar Upright(R) MRI
with its  Multi-Position(TM)  diagnostic  ability.  Advertisements  to them have
appeared in the journal Spine, The Journal of  Neurosurgery,  and the Journal of
the American Academy of Orthopedic Surgery.

     2)  Radiologists:  This segment of the campaign is aimed at the  physicians
who  now  have  a  new  modality  to  offer  their  referring  physicians.   Our
advertisements  directed  to them have  appeared  in  Radiology  and  Diagnostic
Imaging.

     3) All  Physicians:  These  advertising  efforts have been  directed to the
total physician  audience,  so that the vast number of doctors who send patients
for  MRI's  are  aware of the  diagnostic  advantages  of the  Fonar  Upright(R)
Multi-Position(TM)  MRI.  Advertisements directed to this audience have appeared
in the Journal of the American  Medical  Association,  which has a readership of
over 350,000 physicians.

This advertising has featured a series of compelling messages. One advertisement
pointed out that the AMA book, Guides to the Evaluation of Permanent Impairment,
indicates  that  diagnosis  must be performed  upright in flexion and extension.
Another  advertisement  was  educational  and headlined,  "Discover the power of
Upright Imaging".  Fonar realizes that  peer-to-peer  communications is the most
powerful way to speak to physicians.  Consequently,  testimonials  from surgeons
and radiologists have been used to promote our Upright(R) MRI scanner. The first
such advertisement  featured five surgeons and two radiologists,  explaining the
Multi-  Position(TM)  diagnostic benefits of the Fonar Upright(R) MRI scanner to
them.  Another  advertisement  featured a leading  radiologist,  telling  why he
bought 12 Fonar Upright(R) MRI scanners and planned to buy more.

Most  recently,  we have commenced a  telemarketing  campaign for the purpose of
reaching prospective  customers beyond the reach of our existing sales force, so
they can be made aware of the medical  benefits of Fonar's  new  Upright(R)  MRI
imaging technology.

We have an  extensive  advertising  effort  on  Google,  Yahoo  and Bing  Search
Marketing. Enter relevant terms, such as "mri" or "mri for back pain", and an ad
for Fonar will very likely appear in the paid search  listings on the right side
of the results page or along the top of it.

Also,  our new  advertising  for HMCA also serves as  advertising  for Fonar MRI
scanners. We are increasing internet awareness of and driving patient traffic to
the Upright(R)  scanning centers we manage, by installing new Websites for every
location and embarking on a new internet  advertising  campaign.  These websites
and advertising give prospective  customers of Upright(R) MRI scanners a view of
operating  Upright(R)  MRI centers and the benefits of using an  Upright(R)  MRI
scanner. The success of HMCA-managed sites not only increases management fees to
HMCA but encourages new sales for Fonar as well.

To meet the demand for high field open MRI  scanners,  Fonar plans to devote its
principal  efforts to marketing the  Upright(R)  MRI. The  Upright(R) MRI is the
only scanner in the industry that has the unique capability of scanning patients
under  weight-bearing  conditions  and in  various  positions  of pain or  other
symptoms. In addition we will continue to market our Fonar 360(TM) MRI scanners.
Utilizing a 6000 gauss (0.6 Tesla field strength) iron core  electromagnet,  the
Upright(R)  MRI and Fonar  360(TM)  scanner  magnets are among the highest field
"open MRI"  scanners in the industry.  Announcements  in the press have reported
the  occurrence  of MRI scanner  explosions  secondary to  entrapped  helium gas
evaporating  from the liquid helium that circulates in conventional MRI scanners
to refrigerate the  super-conducting  wire generating the magnet fields of these
magnets.  Fonar's  Upright(R)  MRI magnet does not utilize  liquid Helium and is
free of this liability as is the Fonar 360(TM).

The  Upright(R)  MRI is also  suited to fill a demand  for better  diagnoses  of
scoliosis  patients,  who must be standing for the exam.  Scoliosis patients are
typically  subjected  to routine  x-ray exams for years.  In the past,  an x-ray
machine was the only  modality  that could  provide  that  service.  Typical MRI
scanners  cannot provide this service because the patient cannot stand up inside
of them.  The Fonar  Upright(R) MRI scanner is the only MRI scanner which allows
the  patient  to stand  during the exam.  The Fonar  Upright(R)  Scanner  avoids
radiation of the x-ray machines  currently  used for scoliosis,  which have been
reported by the National Cancer Institute to cause a 70% increase in the risk of
breast cancer.  Other important new applications  are Upright(R)  imaging of the
pelvic floor and abdomen to image prolapses and inguinal hernias. Fonar has also
developed  the first  non-invasive  method to image the  prostate:  the  patient
simply sits on a flat, seat-like coil.

We also will seek to introduce  new MRI  applications  for our scanners  such as
MRI-directed interventions.

Our areas of operations are principally in the United States.  During the fiscal
year ended June 30, 2009,  13.2% of the  Company's  revenues  were  generated by
foreign sales, as compared to 2.4% for fiscal 2008.

We are  seeking  to  promote  foreign  sales and have sold  scanners  in various
foreign  countries.  Foreign  sales,  however,  have  not  yet  proved  to  be a
significant source of revenue.

SERVICE AND UPGRADES FOR MRI SCANNERS

Our  customer  base of installed  scanners  has been and will  continue to be an
additional source of income, independent of direct sales.

Income is generated  from the  installed  base in two  principal  areas  namely,
service  and  upgrades.  Service  and  maintenance  revenues  from our  external
installed base were approximately $10.5 million in fiscal 2009 and $11.0 million
in fiscal 2008. We expect service revenues to continue to increase as warranties
expire on previously  sold  scanners,  and the customers then enter into service
contracts.

We also  anticipate  that our new  scanners  will result in  upgrades  income in
future fiscal years. The potential for upgrades income, particularly in the form
of  new  patient   supporting  upright  imaging  fixtures  and  receiver  coils,
originates in the  versatility and  productivity  of the new Upright(R)  Imaging
technology.  New medical uses for MRI technology are constantly being discovered
and are anticipated for the Upright(R)  Imaging technology as well. New features
can often be added to the  scanner  by the  implementation  of little  more than
versatile new software packages. For example,  software can be added to existing
MRI angiography  applications to synchronize  angiograms with the cardiac cycle.
By doing so the dynamics of blood vessel  filling and emptying can be visualized
with movies.  Such  enhancements are attractive to end users because they extend
the useful life of the equipment and enable the user to avoid  obsolescence  and
the expense of having to purchase new equipment.  At the present time,  however,
upgrade revenue is not significant. We had no upgrade revenue in fiscal 2009 and
fiscal 2008.

Service and upgrade  revenues  are expected to increase as sales of scanners and
the size of the customer base increases.

RESEARCH AND DEVELOPMENT

During  the fiscal  year  ended  June 30,  2009,  we  incurred  expenditures  of
$4,085,177,  $491,707 of which was capitalized,  on research and development, as
compared to $5,463,963, $457,372 of which was capitalized during the fiscal year
ended June 30, 2008.

Research and development activities have focused principally, on the development
and enhancement of the Upright(R) and Fonar 360(TM) MRI scanners. The Upright(R)
MRI and Fonar 360(TM) involve significant  software and hardware  development as
the new  products  represent  entirely  new  hardware  designs and  architecture
requiring a new operating software.  Our research activity includes developing a
multitude  of new features for upright  scanning  made  possible by the new high
speed data  processing  power of  Fonar's  newest  scanners.  In  addition,  the
Company's  research  and  development  efforts  include the  development  of new
software,  such  as its  Sympulse(TM)  software  and  hardware  upgrade  and the
designing  and  continuing  introduction  of new receiver  surface coils for the
Upright(R) MRI.

BACKLOG

Our backlog of unfilled  orders at September  30, 2009 was  approximately  $25.7
million, as compared to $36.5 million at September 26, 2008. It is expected that
a  substantial  portion of the existing  backlog of orders will be filled within
the 2010 fiscal year. Our contracts generally provide that if a customer cancels
an  order,  the  customer's   initial  down  payment  for  the  MRI  scanner  is
nonrefundable.

PATENTS AND LICENSES

We currently have numerous  patents in effect which relate to the technology and
components of the MRI scanners.  We believe that these patents, and the know-how
we have developed, are material to our business.

One of our  patents,  issued in the name of Dr.  Damadian and licensed to Fonar,
was United  States  patent No.  3,789,832,  Apparatus  and Method for  Detecting
Cancer in Tissue, also referred to as the "1974 Patent".  The development of our
MRI scanners have been based upon the 1974 Patent,  and we believe that the 1974
Patent  was the first of its kind to  utilize  MR to scan the human  body and to
detect cancer. The 1974 Patent was extended beyond its original 17-year term and
expired in February, 1992.

We have  significantly  enhanced our patent position within the industry and now
possesses a substantial  patent  portfolio which provides us, under the aegis of
United States patent law, "the  exclusive  right to make,  use and sell" many of
the scanner  features which Fonar  pioneered and which are now  incorporated  in
most MRI  scanners  sold by the  industry.  As of June 30,  2009,  Fonar had 153
patents  issued  and  approximately  50  patents  pending.  A number of  Fonar's
existing  patents  specifically  relate to  protecting  Fonar's  position in the
high-field  iron  frame  open  MRI  market.  The  patents  further  enhance  Dr.
Damadian's pioneer patent, the 1974 Patent,  that initiated the MRI industry and
provided the original  invention of MRI scanning.  The 153 issued patents extend
to various times up to 2027.

We also have patent cross-licensing agreements with other MRI manufacturers.

PRODUCT COMPETITION

MRI SCANNERS

A majority of the MRI scanners in use in hospitals and outpatient facilities and
at mobile  sites in the United  States  are based on high field air core  magnet
technology  while the  balance are based on open iron frame  magnet  technology.
Fonar's open iron frame MRI scanners are competing  principally  with high-field
air core scanners.  Fonar's open MRI scanners,  however, utilizing a 6,000 gauss
or 0.6 Tesla field strength,  iron core electromagnet,  were the first "open" MR
scanners at high field strength.

Fonar believes that its MRI scanners have significant  advantages as compared to
the high-field air core scanners of its competitors. These advantages include:

1. There is no expansive  fringe  magnetic  field.  High field air core scanners
require a more  expensive  shielded  room than is  required  for the iron  frame
scanners.  The shielded room required for the iron frame scanners is intended to
prevent interference from external radio frequencies.

2. They are more open and quiet.

3.  They  can  scan  the  trauma  victim,   the  cardiac  arrest  patient,   the
respirator-supported  patient,  and  premature and newborn  babies.  This is not
possible  with  high-  field air core  scanners  because  their  magnetic  field
interferes with conventional life-support equipment.

The  principal  competitive  disadvantage  of our  products is that they are not
"high field strength",  1.0 Tesla +, magnets. As a general principle, the higher
field  strength  can produce a faster  scan.  In some parts of the body a faster
scan can be traded for a clearer picture.  Although we believe that the benefits
of "openness"  provided by our scanners compensate for the lower field strength,
certain customers will still prefer the higher field strength.

Fonar  faces  competition  within  the MRI  industry  from such firms as General
Electric Company,  Philips N.V., Toshiba  Corporation,  Hitachi  Corporation and
Siemens A.G.  Most  competitors  have  marketing and  financial  resources  more
substantial  than those  available to us. They have in the past,  and may in the
future,  heavily  discount the sales price of their scanners.  Such  competitors
sell both high  field  air core  superconducting  MRI  scanners  and iron  frame
products.  Fonar's  original iron frame design,  ultimately  imitated by Fonar's
competitors to duplicate Fonar's origination of "Open" MRI magnets, gave rise to
current patient  protected  Upright(R) MRI technology with the result that Fonar
today is the unique and only  supplier  of the  highest  field MRI  magnets  (.6
Tesla)  that  are not  superconducting,  do not use  liquid  helium  and are not
therefore susceptible to explosion.

The iron frame,  because it could control the magnetic  lines of force and place
them where  wanted and remove them from where not  wanted,  such as in the Fonar
360(TM) where  physicians and staff are standing,  provide a much more versatile
magnet design than is possible with air core magnets.  Air core magnets  contain
no iron but consist entirely of turns of current carrying wire.

For an 11 year  period  from  1983-1994,  Fonar's  large  competitors,  with one
exception,  generally  rejected  Fonar's "open" design but by now all have added
the iron frame  "open"  magnet to their MRI product  lines.  One reason for this
market shift, in addition to patient  claustrophobia,  is the awareness that the
open  magnet  designs  permit  access  to the  patient  to  perform  MRI  guided
procedures,  a field which is now growing rapidly and is called  "interventional
MRI."

The Fonar 360(TM) scanner explicitly  addresses this growing market reception of
MRI guided interventions, and the first of these scanners was sold to a hospital
in  England.  Fonar's  Upright(R)  magnet  also  addresses  the  growing  market
reception   of  MRI  guided   interventions.   Although   not  enabling  a  full
interventional  theater as the Fonar 360(TM) does, the iron frame Upright(R) MRI
design  permits  ready  access  to the  patient  and  enables  a wide  range  of
interventional  procedures  such as biopsies  and needle or  catheter  delivered
therapies  to be  performed  under MRI image  guidance.  The  "tunnel"  air core
superconductive  scanners do not permit  access to the patient while the patient
is inside the scanner.

Fonar expects to be the leader Upright(R)  Multi-Position(TM)  MRI for providing
dynamic  visualization  of body parts such as the spine and other joints as well
as  dynamic  visualization  of the  heart  in its  upright  position  when it is
sustaining its full normal physiological load. No companies possess the patented
Upright(R)  MRI  technology  or the  Fonar  360(TM)'s  360  degree  full  access
interventional technology.

OTHER IMAGING MODALITIES

Fonar's MRI scanners also compete with other diagnostic imaging systems,  all of
which are based upon the ability of energy waves to  penetrate  human tissue and
to  be  detected  by  either   photographic  film  or  electronic   devices  for
presentation  of an image on a  television  monitor.  Three  different  kinds of
energy waves - X-ray,  gamma and sound - are used in medical imaging  techniques
which compete with MRI medical scanning, the first two of which involve exposing
the patient to potentially  harmful  radiation.  These other imaging  modalities
compete with MRI products on the basis of specific applications.

X-rays  are the most  common  energy  source  used in  imaging  the body and are
employed in three imaging modalities:

1. Conventional X-ray systems,  the oldest method of imaging, are typically used
to image bones and teeth. The image resolution of adjacent  structures that have
high  contrast,  such as bone adjacent to soft tissue,  is excellent,  while the
discrimination  between  soft  tissue  organs  is  poor  because  of the  nearly
equivalent penetration of x-rays.

2. Computerized  Tomography,  also referred to as "CT", systems couple computers
to x-ray  instruments  to produce  cross-sectional  images of  particular  large
organs or areas of the body. The CT scanner  addresses the need for images,  not
available  by  conventional  radiography,  that display  anatomic  relationships
spatially.  However, CT images are generally limited to the transverse plane and
cannot  readily be  obtained  in the two other  planes,  sagittal  and  coronal.
Improved picture resolution is available at the expense of increased exposure to
x-rays from multiple  projections.  Furthermore,  the pictures  obtained by this
method  are  computer  reconstructions  of a series  of  projections  and,  once
diseased  tissue has been  detected,  CT  scanning  cannot be  focused  for more
detailed pictorial analysis or obtain a chemical analysis.

3. Digital  radiography  systems add computer  image  processing  capability  to
conventional  x-ray  systems.  Digital  radiography  can be used in a number  of
diagnostic procedures which provide continuous imaging of a particular area with
enhanced image quality and reduced patient exposure to radiation.

Nuclear medicine systems,  which are based upon the detection of gamma radiation
generated by radioactive  pharmaceuticals  introduced into the body, are used to
provide  information  concerning  soft  tissue  and  internal  body  organs  and
particularly to examine organ function over time.

Ultrasound systems emit, detect and process high frequency sound waves reflected
from organ  boundaries and tissue  interfaces to generate  images of soft tissue
and internal body organs.  Although the images are  substantially  less detailed
than those  obtainable  with x-ray methods,  ultrasound is generally  considered
harmless and therefore has found particular use in imaging the pregnant uterus.

X-ray machines,  ultrasound  machines,  digital  radiography systems and nuclear
medicine compete with the MRI scanners by offering significantly lower price and
space  requirements.  However,  Fonar  believes  that the  quality of the images
produced by its MRI scanners is generally  superior to the quality of the images
produced by those other methodologies.

GOVERNMENT REGULATION

FDA Regulation

The Food and Drug  Administration  in  accordance  with  Title 21 of the Code of
Federal  Regulations  regulates the  manufacturing  and marketing of Fonar's MRI
scanners.  The  regulations  can be  classified  as either  pre-market  or post-
market.  The pre-market  requirements  include  obtaining  marketing  clearance,
proper device labeling,  establishment registration and device listing. Once the
products  are on the market,  Fonar must comply  with  post-market  surveillance
controls.  These requirements include the Quality Systems Regulation,  or "QSR",
also known as Current Good Manufacturing  Practices or CGMPs, and Medical Device
Reporting,  also referred to as MDR regulations.  The QSR is a quality assurance
requirement that covers the design,  packaging,  labeling and manufacturing of a
medical device. The MDR regulation is an adverse event-reporting program.

Classes of Products

Under the  Medical  Device  Amendments  of 1976 to the  Federal  Food,  Drug and
Cosmetic  Act, all medical  devices are  classified by the FDA into one of three
classes. A Class I device is subject only to general controls,  such as labeling
requirements  and  manufacturing  practices;  a Class II device must comply with
certain  performance  standards  established  by the FDA; and a Class III device
must obtain pre-market approval from the FDA prior to commercial marketing.

Fonar's products are Class II devices.  Class I devices are subject to the least
regulatory control.  They present minimal potential for harm to the user and are
often simpler in design than Class II or Class III devices.  Class I devices are
subject to "General  Controls"  as are Class II and Class III  devices.  General
Controls include:

     1.  Establishment  registration of companies which are required to register
under 21 CFR Part 807.20, such as manufacturers,  distributors, re-packagers and
re- labelers.
     2. Medical device listing with FDA of devices to be marketed.
     3. Manufacturing  devices in accordance with the Current Good Manufacturing
Practices Quality System Regulation in 21 CFR Part 820.
     4. Labeling devices in accordance with labeling  regulations in 21 CFR Part
801 or 809.
     5.  Submission  of a Premarket  Notification,  pursuant  to 510(k),  before
marketing a device.

Class II devices are those for which general  controls alone are insufficient to
assure safety and  effectiveness,  and existing methods are available to provide
such  assurances.  In addition to  complying  with  general  controls,  Class II
devices  are also  subject to special  controls.  Special  controls  may include
special  labeling  requirements,   guidance  documents,   mandatory  performance
standards and post-market surveillance.

We received  approval to market our Beta(TM) 3000 and Beta(TM) 3000M scanners as
Class III devices on September 26, 1984 and November 12, 1985. On July 28, 1988,
the  Magnetic  Resonance  Diagnostic  Device  which  includes  MR Imaging and MR
Spectroscopy  was  reclassified  by the FDA to  Class II  status.  Consequently,
Fonar's  products are now  classified  as Class II  products.  On July 26, 1991,
Fonar  received FDA  clearance  to market the  Ultimate(TM)  Magnetic  Resonance
Imaging Scanner as a Class II device. Fonar received FDA clearance to market the
QUAD(TM)  7000 in April 1995 and the QUAD(TM)  12000 in November  1995. On March
16,  2000,  Fonar  received  FDA  clearance  to  market  the Fonar  360(TM)  for
diagnostic  imaging,  the Open Sky(TM) version,  and on October 3, 2000 received
FDA clearance for the Upright(R) MRI.

Premarketing Submission

Each person who wants to market  Class I, II and some III devices  intended  for
human  use in the  U.S.  must  submit a  510(k)  to FDA at least 90 days  before
marketing  unless the device is exempt from 510(k)  requirements.  A 510(k) is a
pre-marketing  submission  made to FDA to  demonstrate  that  the  device  to be
marketed is as safe and effective, that is, substantially  equivalent,  SE, to a
legally  marketed  device  that is not  subject  to  pre-market  approval,  PMA.
Applicants  must  compare  their 510(k)  device to one or more  similar  devices
currently on the U.S. market and make and support their substantial  equivalency
claims.

The FDA is  committed  to a  90-day  clearance  after  submission  of a  510(k),
provided  the  510(k) is  complete  and  there is no need to  submit  additional
information or data.

The 510(k) is essentially a brief statement and  description of the product.  As
Fonar's  scanner  products are Class II products,  there are no pre-market  data
requirements and the process is neither lengthy nor expensive.

An  investigational  device  exemption,  also  referred  to as IDE,  allows  the
investigational  device to be used in a clinical  study pending FDA clearance in
order to collect safety and effectiveness data required to support the Premarket
Approval,  also  referred to as PMA,  application  or a  Premarket  Notification
pursuant  to 510(k),  submission  to the FDA.  Clinical  studies  are most often
conducted to support a PMA.

For the most part, however, we have not found it necessary to utilize IDE's. The
standard 90 day clearance for our new MRI scanner  products  classified as Class
II  products  makes the IDE  unnecessary,  particularly  in view of the time and
effort involved in compiling the information necessary to support an IDE.

Quality System Regulation

The  Quality  Management  System  is  applicable  to  the  design,  manufacture,
administration  of  installation  and  servicing of magnetic  resonance  imaging
scanner  systems.  The FDA has  authority  to conduct  detailed  inspections  of
manufacturing  plants, to establish Good  Manufacturing  Practices which must be
followed in the manufacture of medical devices, to require periodic reporting of
product  defects and to prohibit the  exportation of medical devices that do not
comply with the law.

Medical Device Reporting Regulation

Manufacturers   must  report  all  MDR  reportable   events  to  the  FDA.  Each
manufacturer  must review and evaluate all  complaints to determine  whether the
complaint  represents an event which is required to be reported to FDA.  Section
820.3(b) of the Quality Systems regulation defines a complaint as, "any written,
electronic  or oral  communication  that  alleges  deficiencies  related  to the
identity,  quality,   durability,   reliability,   safety,   effectiveness,   or
performance of a device after it is released for distribution."

A report is required  when a  manufacturer  becomes  aware of  information  that
reasonably suggests that one of their marketed devices has or may have caused or
contributed to a death, serious injury, or has malfunctioned and that the device
or a similar  device  marketed by the  manufacturer  would be likely to cause or
contribute to a death or serious injury if the malfunction were to recur.

Malfunctions  are not  reportable  if they are not  likely to result in a death,
serious injury or other significant adverse event experience.

A  malfunction  which is or can be corrected  during  routine  service or device
maintenance  still must be  reported if the  recurrence  of the  malfunction  is
likely to cause or contribute to a death or serious injury if it were to recur.

We have established and maintained  written procedures for implementation of the
MDR regulation. These procedures include internal systems that:

          provide for timely and  effective  identification,  communication  and
          evaluation of adverse events;

          provide a standardized  review process and procedures for  determining
          whether or not an event is reportable; and

          provide  procedures  to insure the  timely  transmission  of  complete
          reports.

These procedures also include documentation and record keeping requirements for:

          information   that  was   evaluated  to  determine  if  an  event  was
          reportable;

          all medical device reports and information submitted to the FDA;

          any  information  that was  evaluated  during  preparation  of  annual
          certification reports; and

          systems that ensure  access to  information  that  facilitates  timely
          follow up and inspection by FDA.

FDA Enforcement

FDA may take the following actions to enforce the MDR regulation:

FDA-Initiated or Voluntary Recalls

Recalls are regulatory actions that remove a hazardous,  potentially  hazardous,
or a misbranded  product from the  marketplace.  Recalls are also used to convey
additional  information  to the user  concerning  the  safe use of the  product.
Either FDA or the manufacturer can initiate recalls.

There are three  classifications,  i.e., I, II, or III, assigned by the Food and
Drug  Administration  to a  particular  product  recall to indicate the relative
degree of health hazard presented by the product being recalled.

Class I
Is a situation  in which there is a reasonable  probability  that the use of, or
exposure to, a violative product will cause serious adverse health  consequences
or death.

Class II
Is a situation  in which use of, or exposure  to, a violative  product may cause
temporary or  medically  reversible  adverse  health  consequences  or where the
probability of serious adverse health consequences is remote.

Class III
Is a  situation  in which use of, or  exposure  to, a  violative  product is not
likely to cause adverse health consequences.

Fonar has initiated  five voluntary  recalls.  Four of the recalls were Class II
and one was Class III.  The recalls  involved  making minor  corrections  to the
product in the field. Frequently,  corrections which are made at the site of the
device are called field corrections as opposed to recalls.

Civil Money Penalties

The FDA,  after an  appropriate  hearing,  may impose civil money  penalties for
violations of the FD&C Act that relate to medical  devices.  In determining  the
amount of a civil penalty, FDA will take into account the nature, circumstances,
extent, and gravity of the violations, the violator's ability to pay, the effect
on the violator's  ability to continue to do business,  and any history of prior
violations.  The civil money penalty may not exceed  $15,000 for each  violation
and  may not  exceed  $1,000,000  for all  violations  adjudicated  in a  single
proceeding, per person.

Warning Letters

FDA issues written  communications to a firm, indicating that the firm may incur
more  severe  sanctions  if the  violations  described  in the  letter  are  not
corrected.  Warning letters are issued to cause prompt  correction of violations
that  pose a hazard  to  health  or that  involve  economic  deception.  The FDA
generally issues the letters before pursuing more severe sanctions.

Seizure

A seizure is a civil  court  action  against a specific  quantity of goods which
enables the FDA to remove these goods from commercial  channels.  After seizure,
no one may tamper with the goods except by  permission  of the court.  The court
usually gives the owner or claimant of the seized  merchandise  approximately 30
days to  decide a course  of  action.  If they take no  action,  the court  will
recommend   disposal  of  the  goods.  If  the  owner  decides  to  contest  the
government's charges, the court will schedule the case for trial. A third option
allows  the owner of the goods to request  permission  of the court to bring the
goods  into  compliance  with the law.  The  owner of the goods is  required  to
provide a bond or, security deposit, to assure that they will perform the orders
of the court,  and the owner must pay for FDA  supervision  of any activities by
the company to bring the goods into compliance.

Citation

A  citation  is a formal  warning to a firm of intent to  prosecute  the firm if
violations  of the  FD&C  Act  are  not  corrected.  It  provides  the  firm  an
opportunity to convince FDA not to prosecute.

Injunction

An  injunction  is a civil action filed by FDA against an individual or company.
Usually,  FDA  files  an  injunction  to  stop  a  company  from  continuing  to
manufacture, package or distribute products that are in violation of the law.

Prosecution

Prosecution  is a criminal  action filed by FDA against a company or  individual
charging violation of the law for past practices.

Foreign and Export Regulation

We obtain approvals as necessary in connection with the sales of our products in
foreign  countries.  In some cases, FDA approval has been sufficient for foreign
sales as well. Our standard  practice has been to require either the distributor
or the  customer to obtain any such foreign  approvals or licenses  which may be
required.

Legally  marketed  devices that comply with the  requirements of the Food Drug &
Cosmetic Act require a Certificate to Foreign  Government  issued by the FDA for
export.  Other  devices  that do not meet the  requirements  of the FD&C Act but
comply  with  the  laws  of  a  foreign  government  require  a  Certificate  of
Exportability  issued by the FDA. All products  which we sell have FDA clearance
and would fall into the first category.

Foreign governments have differing requirements concerning the import of medical
devices into their respective  jurisdictions.  The European Union, also referred
to as EU, made up of 27 individual  countries,  has some essential  requirements
described  in the EU's Medical  Device  Directive,  also  referred to as MDD. In
order  to  export  to one  of  these  countries,  we  must  meet  the  essential
requirements  of the  MDD  and  any  additional  requirements  of the  importing
country.  The  essential  requirements  are similar to some of the  requirements
mandated by the FDA. In addition the MDD requires that we enlist a Notified Body
to examine and assess our  documentation,  a Technical  Construction  File,  and
verify  that  the  product  has  been   manufactured   in  conformity  with  the
documentation.  The notified body must carry out or arrange for the  inspections
and tests  necessary  to verify that the  product  complies  with the  essential
requirements  of the  MDD,  including  safety  performance  and  Electromagnetic
Compatibility,  also  referred to as EMC.  Also  required  is a Quality  System,
ISO-9001,  assessment  by the  Notified  Body.  We were  approved  for ISO  9001
certification for its Quality Management System in April, 1999.

We received  clearances to sell the Fonar 360(TM) and Upright(R) MRI scanners in
the EU in May, 2002.

Other  countries  require  that  their  own  testing   laboratories  perform  an
evaluation of our devices. This requires that we must bring the foreign agency's
personnel to the USA to perform the evaluation at our expense before exporting.

Some  countries,  including  many in Latin  America  and  Africa,  have very few
regulatory requirements.

To date, Fonar has been able to comply with all foreign regulatory  requirements
applicable to its export sales.

Reimbursement to Medical Providers for MRI Scans

Effective  November  22,  1985,  the  Department  of Health  and Human  Services
authorized  reimbursement  of MRI scans under the Federal Medicare  program.  In
addition, most private insurance companies have authorized reimbursement for MRI
scans.

Anti-Kickback and Self-Referral Legislation

Proposed and enacted  legislation at the State and Federal levels has restricted
referrals by physicians to medical and diagnostic centers in which they or their
family members have an interest.  In addition,  regulations have been adopted by
the Secretary of Health and Human Services which provide  limited "safe harbors"
under the Medicare  Anti-Kickback  Statute. These safe harbors describe payments
and transactions  which are permitted between an entity receiving  reimbursement
under the Medicare  program and those having an interest in or dealings with the
entity.  Although the Company  cannot predict the overall effect of the adoption
of these regulations on the medical equipment industry, the use and continuation
of limited partnerships, where investors may be referring physicians, to own and
operate MRI scanners could be greatly diminished.

Deficit Reduction Act

The Deficit  Reduction Act, among other things,  limits  reimbursements  for MRI
scans  performed at MRI  facilities.  We believe that these  limitations  may be
having a general  negative  impact on the market for MRI  scanners,  but believe
that the unique  capabilities  of our products should counter any such effect on
Fonar as our marketing and advertising  campaigns reach  prospective  customers.
Our Upright(R) MRI is the only MRI scanner which enables  patients to be scanned
in a weight  bearing  position and the Fonar 360(TM) MRI is the only MRI scanner
which allows complete unobstructed 360 degree* access to the patient.

HEALTH  MANAGEMENT  CORPORATION  OF AMERICA  PHYSICIAN AND  DIAGNOSTIC  SERVICES
MANAGEMENT BUSINESS

Health  Management  Corporation  of America,  formed under the name U.S.  Health
Management  Corporation and referred to as "HMCA",  was organized by us in March
1997.  HMCA is a  wholly-owned  subsidiary  which  engages  in the  business  of
providing comprehensive management services to imaging facilities.  The services
we  provide  include  development,  administration,  leasing  of  office  space,
facilities  and  medical   equipment,   provision  of  supplies,   staffing  and
supervision of non-medical personnel,  legal services,  accounting,  billing and
collection  and the  development  and  implementation  of  practice  growth  and
marketing strategies.

HMCA currently  manages 10 MRI facilities.  In April 2003, HMCA sold the portion
of its business which managed primary care medical practices,  and in July 2005,
HMCA sold the  portion of its  business  engaged in the  management  of physical
therapy and rehabilitation  practices. This was the result of HMCA's decision to
focus on  management  of MRI  facilities,  the  business  in which  HMCA is most
experienced. For the 2009 fiscal year, the revenues HMCA recognized from the MRI
facilities  were $10.3  million.  For the 2008 fiscal year,  the  revenues  HMCA
recognized from the MRI facilities were $12.0 million.

HMCA GROWTH STRATEGY

HMCA's  growth  strategy   focuses  on  upgrading  and  expanding  the  existing
facilities  it manages and expanding the number of facilities it manages for its
clients.  Our most  important  effort in this  regard  has been to  promote  and
facilitate the  replacement  of existing MRI scanners with new Fonar  Upright(R)
MRI  scanners.  Presently,  we have  Upright(R)  MRI  scanners at all of the MRI
facilities we manage with the exception of the one in Dublin, Georgia.

In connection  with its focus on managing MRI  facilities,  HMCA decided to sell
its business of managing physical therapy and rehabilitation practices. The sale
was completed on July 28, 2005,  at the  beginning of the 2006 fiscal year.  The
sale was made pursuant to an asset purchase  agreement to Health Plus Management
Services, L.L.C.

The purchase price under the asset purchase agreement was $6.6 million,  payable
pursuant to a promissory note in 120 monthly  installments  commencing on August
28, 2005. The first twelve installments were interest only and the remaining 108
payments consisted of equal installments of principal and interest in the amount
of $76,014  each.  The note is subject to  prepayment  provisions  to the extent
Health  Plus  resells all or part of the assets and  business  or  utilizes  the
assets sold as collateral in any debt financing.

Pursuant to a Modification  Agreement  dated August 8, 2008,  Health Plus made a
prepayment  of principal in the amount of $2,000,000  in  consideration  for the
balance of the note being  discounted by  $1,000,000.  After taking into account
the  prepayment  of  $2,000,000  and the discount of  $1,000,000,  the remaining
balance  of  $2,378,130,  was  amortized  and made  payable  over a period of 60
consecutive  months, in equal  installments of principal and interest of $47,089
each pursuant to a new replacement  promissory note,  bearing interest at a rate
of 7% per annum.

On July 31, 2007, HMCA sold its 20% equity interest in a non-consolidated entity
providing  management  services to a scanning center in the Bronx,  New York for
approximately  $600,000  and its 50% equity  interest in a  consolidated  entity
providing  management  services  to a scanning  center in  Orlando,  Florida for
approximately $4.3 million.

Effective  September 30, 2008, a wholly-owned  subsidiary of HMCA sold its 92.3%
equity interest in an entity providing  management services to a scanning center
in Bensonhurst, New York for approximately $2.3 million.

PHYSICIAN AND DIAGNOSTIC MANAGEMENT SERVICES

HMCA's  services to the  facilities it manages  encompass  substantially  all of
their  business  operations.  Each  facility  is  controlled,  however,  by  the
physician  owner,  not HMCA,  and all  medical  services  are  performed  by the
physicians and other medical personnel under the physician owner's  supervision.
HMCA is the  management  company and  performs  services  of a  non-professional
nature. These services include:

1. Offices and Equipment. HMCA identifies, negotiates leases for and/or provides
office  space  and  equipment  to its  clients.  This  includes  technologically
sophisticated medical equipment.  HMCA also provides improvements to leaseholds,
assistance in site  selection and advice on improving,  updating,  expanding and
adapting to new technology.

2. Personnel.  HMCA staffs all the non-medical positions of its clients with its
own  employees,  eliminating  the client's need to  interview,  train and manage
non-medical  employees.  HMCA processes the necessary  tax,  insurance and other
documentation relating to employees.

3.  Administrative.  HMCA  assists in the  scheduling  of patient  appointments,
purchasing  of  medical  supplies  and  equipment  and  handling  of  reporting,
accounting,  processing and filing systems.  It prepares and files the physician
portions of complex forms to enable its clients to  participate  in managed care
programs and to qualify for  insurance  reimbursement.  We assist the clients to
implement   programs  and  procedures  to  ensure  full  and  timely  regulatory
compliance and  appropriate  cost  reimbursement  under  no-fault  insurance and
workers'  compensation  guidelines,  as well as compliance with other applicable
governmental  requirements  and  regulations,  including HIPAA and other privacy
requirements.

4. Billing and  Collections.  HMCA is responsible for the billing and collection
of revenues from  third-party  payors  including  those governed by no-fault and
workers' compensation statutes. HMCA is presently using a third party to perform
its billing and  collection  services  for its  clients'  no-fault  and workers'
compensation scanning business.

5. Cost Saving  Programs.  Based on available  volume  discounts,  HMCA seeks to
obtain favorable pricing for medical supplies,  equipment, contrast agents, such
as gadolinuim, and other inventory for its clients.

6.  Diagnostic  Imaging  and  Ancillary  Services.  HMCA  can  offer  access  to
diagnostic  imaging equipment through  diagnostic imaging facilities it manages.
The Company may expand the ancillary  services offered in its network to include
CT-scans and x-rays,  if it is determined  that such  additions may be useful to
clients.

7. Marketing Strategies.  HMCA is responsible for developing marketing plans for
its clients.

8.  Expansion  Plans.  HMCA assists the clients in  developing  expansion  plans
including the opening of new or replacement facilities where appropriate.

HMCA advises  clients on all aspects of their  businesses,  including  expansion
where it is a reasonable  objective,  on a continuous basis. HMCA's objective is
to free physicians from as many non-medical duties as is practicable.  Practices
can treat  patients more  efficiently  if the  physicians can spend less time on
business and administrative matters and more time practicing medicine.

HMCA provides its services  pursuant to negotiated  contracts  with its clients.
While  HMCA  believes  it can  provide  the  greatest  value to its  clients  by
furnishing  the full range of services  appropriate  to that client,  HMCA would
also be willing to enter into contracts providing for a more limited spectrum of
management services.

The facilities enter into contracts with third party payors,  including  managed
care  companies.  Neither HMCA's  clients nor HMCA  participate in any capitated
plans or other risk sharing arrangements. Capitated plans are those HMO programs
where the provider is paid a flat monthly fee per patient.

As of June 22, 2007, Dr. Robert Diamond  purchased the stock of the professional
corporations  owning the eight New York sites managed by HMCA,  previously owned
by Dr. Raymond V. Damadian,  the President,  Chairman of the Board and principal
stockholder  of Fonar.  Dr.  Diamond  has been  reading  scans for HMCA  managed
facilities  for  more  than  seven  years.  In  connection  with the  sale,  new
management  agreements were substituted for the existing management  agreements,
providing,  for the same management services.  The fees in fiscal 2008, however,
were flat monthly fees in the aggregate  amount of $682,500 per month.  The fees
in fiscal 2009 were flat monthly fees in the aggregate amount of $578,500.  Fees
under the management agreements are subject to adjustment by mutual agreement on
an annual basis.

Dr.  Damadian still owns the four MRI facilities in Georgia and Florida  managed
by HMCA. In the case of contracts with these MRI facilities, fees are charged by
HMCA based on the number of procedures performed. These fees are also subject to
adjustment  on an annual  basis,  based on mutual  agreement.  The per procedure
charges to the MRI  facilities  during  fiscal 2009 ranged from $300 to $400 per
MRI scan. No MRI facilities or other medical facilities are owned by HMCA.

HMCA  entered into an agreement in  September,  2007 with  Integrity  Healthcare
Management,  Inc.,  also  referred  to as  "Integrity",  which  is  owned  by an
unrelated  party.  Under the terms of the  agreement,  Integrity  supervised and
directed HMCA and the management of the facilities  including the performance of
billing and collection services.  The existing management agreements between the
facilities and HMCA remained in place. As compensation Integrity was entitled to
an annual fee equal to one-half of the increase in the consolidated cash flow of
HMCA and the facilities over the period from July 1, 2006 through June 30, 2007.
The term of the agreement automatically renewed on a year to year basis, but was
terminated by HMCA as of the end of June, 2008.

Commencing  upon the  termination of this  agreement,  however,  we hired Health
Diagnostics,  LLC, the parent  company of Integrity,  to perform all billing and
collection procedures for HCMA's clients on HMCA's behalf for a fee of 6% of all
adjusted deposits for these services.  Effective May 1, 2009, this agreement was
terminated.  HMCA now contracts  with TriTech  (Plainview,  New York) to perform
billing and  collection  for its clients'  no-fault  and  workers'  compensation
business  for a fee of 6% of all adjusted  no-fault  and  workers'  compensation
claims. HMCA handles all of its clients' other billings and collections.

HMCA MARKETING

HMCA's  marketing  strategy is to expand the business and improve the facilities
which it manages.  HMCA will seek to increase  the number of  locations of those
facilities  where market  conditions  are promising and to promote growth of its
clients' patient volume and revenue.

DIAGNOSTIC IMAGING FACILITIES AND OTHER ANCILLIARY SERVICES

Diagnostic  imaging  facilities  managed  by  HMCA  provide  diagnostic  imaging
services to patients  referred by physicians who are either in private  practice
or affiliated with managed care providers or other payor groups.  The facilities
are operated in a manner which eliminates the admission and other administrative
inconveniences of in-hospital diagnostic imaging services.  Imaging services are
performed in an outpatient  setting by trained medical  technologists  under the
direction  of  physicians.  Following  diagnostic  procedures,  the  images  are
reviewed by the interpreting  physicians who prepare a report of these tests and
their  findings.  These  reports  are  transcribed  by HMCA  personnel  and then
delivered to the referring physician.

HMCA  develops  marketing  programs  in an  effort  to  establish  and  maintain
profitable  referring  physician  relationships  and to  maximize  reimbursement
yields.  These marketing approaches identify and target selected market segments
consisting of area physicians  with certain  desirable  medical  specialties and
reimbursement  yields.  Corporate and facility  managers  determine these market
segments  based  upon  an  analysis  of  competition,  imaging  demand,  medical
specialty  and  payor mix of each  referral  from the  local  market.  HMCA also
directs marketing efforts at managed care providers.

Managed care providers have become an important factor in the diagnostic imaging
industry.  To  further  its  position,  HMCA  will seek to  expand  the  imaging
modalities offered at its managed diagnostic imaging facilities.

HMCA COMPETITION

The physician and diagnostic management services field is highly competitive.  A
number of large  hospitals  have acquired  medical  practices and this trend may
continue. HMCA expects that more competition will develop. Many competitors have
greater financial and other resources than HMCA.

With  respect  to  the  diagnostic  imaging  facilities  managed  by  HMCA,  the
outpatient  diagnostic  imaging  industry  is  highly  competitive.  Competition
focuses  primarily on attracting  physician  referrals at the local market level
and increasing referrals through  relationships with managed care organizations.
HMCA believes that principal  competitors for the diagnostic imaging centers are
hospitals  and  independent  or  management   company-owned   imaging   centers.
Competitive  factors include quality and timeliness of test results,  ability to
develop and maintain relationships with managed care organizations and referring
physicians,  type and quality of equipment,  facility  location,  convenience of
scheduling and availability of patient  appointment times. HMCA believes that it
will be able to effectively  meet the  competition in the outpatient  diagnostic
imaging industry with the new Fonar Upright(R) MRI scanners at its facilities.

GOVERNMENT REGULATION APPLICABLE TO HMCA

FEDERAL REGULATION

Stark Law

Under the federal  Self-Referral Law, also referred to as the "Stark Law", which
is applicable to Medicare and Medicaid  patients,  and the self-referral laws of
various   States,   certain   health   practitioners,    including   physicians,
chiropractors and podiatrists,  are prohibited from referring their patients for
the provision of designated health services,  including  diagnostic  imaging and
physical  therapy  services,  to any entity  with which they or their  immediate
family  members have a financial  relationship,  unless the referral fits within
one  of the  specific  exceptions  in the  statutes  or  regulations.  Statutory
exceptions under the Stark Law include, among others, direct physician services,
in-office  ancillary  services  rendered  within  a group  practice,  space  and
equipment  rental and services  rendered to enrollees of certain  prepaid health
plans. Some of these exceptions are also available under the State self-referral
laws. HMCA believes that it and its clients are in compliance with these laws.

Anti-kickback Regulation

Under the federal  Anti-kickback  statute,  which is  applicable to Medicare and
Medicaid,  it is illegal,  among other things, for a provider of MRI services to
pay or offer money or other  consideration  to induce the referral of MRI scans.
Neither HMCA nor its clients engage in this practice.

In fiscal  2009,  approximately  16.8% of the  revenues of HMCA's  clients  were
attributable to Medicare and 1.5% were attributable to Medicaid. In fiscal 2008,
approximately  17.3% of the  revenues of HMCA's  clients  were  attributable  to
Medicare and 1.8% were attributable to Medicaid.

Deficit Reduction Act

The Deficit  Reduction Act, which among other things,  places limits on Medicare
reimbursements to MRI scanning  facilities,  has had a negative but not material
effect on the Medicare receipts of HMCA's clients.

State Regulation

In addition to the federal self-referral law and federal Anti-kickback  statute,
many States,  including those in which HMCA and its clients operate,  have their
own versions of self-referral and anti-kickback laws. These laws are not limited
in their  applicability,  as are the federal  laws, to specific  programs.  HMCA
believes that it and its clients are in compliance with these laws.

Various States prohibit business corporations from practicing medicine.  Various
States  also  prohibit  the  sharing  of  professional  fees  or fee  splitting.
Consequently,  HMCA leases space and  equipment to clients and provides  clients
with a range of non-medical  administrative  and managerial  services for agreed
upon  fees.  HMCA does not  engage in the  practice  of  medicine  or  establish
standards  of medical  practice  or  policies  for its clients in any State even
where permitted.

HMCA's clients generate revenue from patients covered by no-fault  insurance and
workers'  compensation  programs.  For the  fiscal  year  ended  June  30,  2009
approximately  39.6% of our clients'  receipts were from patients covered by no-
fault  insurance  and  approximately  6.7% of our  client's  receipts  were from
patients covered by worker's  compensation  programs.  For the fiscal year ended
June 30,  2008,  approximately  37.9% of  HMCA's  clients'  receipts  were  from
patients covered by no-fault insurance and approximately 6.5% of HMCA's clients'
receipts were from patients  covered by workers  compensation  programs.  In the
event  that  changes  in these  laws  alter the fee  structures  or  methods  of
providing service, or impose additional or different requirements, HMCA could be
required to modify its  business  practices  and  services in ways that could be
more costly to HMCA or in ways that  decrease the revenues  which HMCA  receives
from its clients.

HMCA believes that it and its clients are in compliance with applicable Federal,
State  and  local  laws.  HMCA  does not  believe  that  such laws will have any
material effect on its business.

EMPLOYEES

As of July 1, 2009, we employed 292 persons on a full-time and part-time  basis.
Of such  employees,  27 were engaged in marketing and sales,  35 in research and
development,   39  in  production,  41  in  customer  support  services,  36  in
administration,  74 on site at facilities and offices, 18 performing billing and
collection  functions managed by HMCA and 22 performing  transcription  services
for those facilities.


ITEM 2. PROPERTIES

Fonar leases approximately  117,000 square feet of office and plant space at its
principal  offices in Melville,  New York and at one other location in Melville,
New York at a current  aggregate  annual  rental rate of  $1,194,596,  excluding
utilities,  taxes  and other  related  expenses.  The term of one of the  leases
includes  options  to renew up  through  2016 and the terms of the other  leases
extend to 2013.  Management  believes  that these  premises are adequate for its
current needs.  HMCA has consolidated  its  headquarters  with those of Fonar as
part of Fonar's cost cutting program.  HMCA maintains leased office premises for
its clients  having an aggregate  annual rental rate of  approximately  $800,000
under leases having various terms.


ITEM 3. LEGAL PROCEEDINGS

There is no material litigation pending, or to its knowledge, threatened against
the Company.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.


Part II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our Common  Stock is traded in the Nasdaq  SmallCap  market  under the  National
Association of Securities Dealers Automated  Quotation System,  also referred to
as "NASDAQ", symbol FONR. The following table sets forth the high and low trades
reported in NASDAQ System for the periods shown.

Fiscal Quarter                    High      Low
---------------------------       ----      ----
January - March         2007      8.75      5.00
April   - June          2007      7.50      4.01
July    - September     2007     10.00      4.20
October - December      2007      8.80      5.18
January - March         2008      5.45      2.38
April   - June          2008      4.20      2.21
July    - September     2008      2.43      1.35
January - March         2009      1.38      0.62
April   - June          2009      3.92      0.82
July    - September 15, 2009      2.33      1.60

On September 30, 2009, we had approximately  4,392 stockholders of record of our
Common  Stock,  12  stockholders  of  record  of our  Class B  Common  Stock,  3
stockholders  of record of our Class C Common  Stock and 3,864  stockholders  of
record of our Class A Non-voting Preferred Stock.

At the  present  time,  the only class of our  securities  for which  there is a
market is the Common Stock.

In July,  2008 we received a notice  from NASDAQ that our common  stock would be
delisted  due to failure to hold our  annual  meeting  during  fiscal  2008.  We
appealed  and  requested a hearing  before the  Hearing  Panel  stating  that we
planned,  subject to their approval to hold a joint two-year meeting on November
17, 2008.  Fonar held its two-year  meeting on November 17, 2008 and accordingly
remained listed. Fonar received an additional notice of delisting for failure to
meet certain continuing listing requirements. Fonar appealed again and requested
a hearing, asking that Fonar be granted additional time to come into compliance.
Fonar was then granted until October 5, 2009 to demonstrate  compliance with the
criteria.

We paid cash  dividends  in fiscal 1998 and the first  three  quarters of fiscal
1999 on monies we received from the enforcement of our patents. Except for these
dividends,  we have not paid any cash dividends.  Except for these dividends, we
expect that we will retain  earnings to finance the development and expansion of
our business.


Item 6. SELECTED FINANCIAL DATA

The following selected  consolidated  financial data has been extracted from our
consolidated  financial  statements for the five years ended June 30, 2009. This
consolidated  selected  financial  data should be read in  conjunction  with our
consolidated  financial  statements  and the related notes included in Item 8 of
this form.



                    As of and For the Periods Ended June 30,
                       2009           2008           2007           2006           2005
                   -------------  -------------  -------------  ------------    ------------
                                                                 
STATEMENT OF
OPERATIONS

Revenues           $ 39,722,000   $ 35,569,000   $ 33,212,000   $ 33,076,000    $104,899,000

Cost of
revenues           $ 22,123,000   $ 24,893,000   $ 26,660,000   $ 26,950,000    $ 67,331,000

Research
and Development
Expenses           $  3,593,000   $  5,007,000   $  5,692,000   $  6,868,000    $  6,007,000

Net Income(Loss)   $  1,121,000   $(13,508,000)  $(25,539,000)  $(29,963,000)   $  1,014,000

Basic and Diluted
Net Income (Loss)
per common share-
continuing
operations            $0.21          $(2.76)      $(5.29)         $(6.78)           $0.23

Basic Weighted
average number of
shares outstanding    4,904,358      4,897,997      4,830,652      4,416,125       4,063,680

Diluted Weighted
average number of
shares outstanding    5,031,862      4,897,997      4,830,652      4,416,125       4,220,228


BALANCE SHEET DATA

Working capital    $(10,838,000)  $(15,965,000)  $ (7,566,000)  $ 14,237,000    $3 6,224,000

Total Assets         28,359,000     35,226,000   $ 41,210,000   $ 57,230,000    $ 76,094,000

Long-term debt
and obligations
under capital
leases (1)         $    919,000   $  1,130,000   $  1,213,000   $  1,406,000    $  1,392,000

Stockholder's
(deficiency)
equity             $ (2,941,000)  $ (4,245,000)  $  8,898,000   $ 30,419,000    $ 51,869,000




ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION.

INTRODUCTION.

Fonar was formed in 1978 to engage in the business of  designing,  manufacturing
and selling MRI scanners. In 1997, we formed a wholly-owned  subsidiary,  Health
Management Corporation of America, also referred to as "HMCA", formerly known as
U.S. Health  Management  Corporation,  in order to expand into the physician and
diagnostic management services business.

Fonar's  principal  MRI  products are its  Stand-Up(R)/Upright(R)  MRI and Fonar
360(TM) MRI scanners.  The Stand-Up(R) MRI allows patients to be scanned for the
first time under  weight-bearing  conditions.  The Company has been aggressively
seeking new sales.  The  Stand-Up(R)  MRI is the only MRI  capable of  producing
images in the weight bearing state.

At 0.6 Tesla field  strength,  the Upright(R) MRI and Fonar 360(TM)  magnets are
among  the  highest   field  open  MRI  scanners  in  the   industry,   offering
non-claustrophobic MRI together with high-field image quality.  Fonar's open MRI
scanners were the first high field strength MRI scanners in the industry.

HMCA commenced  operations in July,  1997 and generates  revenues from providing
comprehensive  management  services,   including  development,   administration,
accounting, billing and collection services, together with office space, medical
equipment,  supplies and non-medical  personnel to its clients.  Revenues are in
the form of fees which are earned under  contracts  with HMCA's  clients.  Since
July 2005, HMCA has engaged only in the management of MRI facilities.

For the fiscal  years  ended June 30, 2009 and June 30,  2008,  28.4% and 30.8%,
respectively,  of HMCA's  revenues were derived from contracts  with  facilities
owned by Dr. Raymond V. Damadian,  the President of Fonar and HMCA and principal
stockholder of Fonar. The agreements with these MRI facilities are for one- year
terms which renew automatically on an annual basis, unless terminated.  The fees
are based on the number of procedures performed and ranged from $300 to $400 per
MRI scan.  The balance of HMCA's  revenues are derived from  contracts  with MRI
facilities purchased by Dr. Robert Diamond from Dr. Damadian. The MRI facilities
owned by Dr. Diamond are charged a flat fee, pursuant to new contracts  executed
in connection with the sale of the MRI facilities at the end of fiscal 2007. The
fees are  reviewed  and if  appropriate,  adjusted on an annual  basis by mutual
agreement.

Critical Accounting Policies
----------------------------

Our discussion and analysis of our financial condition and results of operations
are based upon our consolidated  financial statements,  which have been prepared
in accordance with accounting principles generally accepted in the United States
of America. The preparation of these consolidated  financial statements requires
us to make estimates and judgments  that affect the reported  amounts of assets,
liabilities,  revenues and expenses, and related disclosure of contingent assets
and  liabilities.  On an on-going  basis,  we evaluate our estimates,  including
those related to investments, intangible assets, income taxes, contingencies and
litigation.  We base our  estimates  on  historical  experience  and on  various
assumptions  that we  believe  to be  reasonable  under the  circumstances,  the
results of which form the basis for making  judgments  about the carrying values
of assets and  liabilities  that are not readily  apparent  from other  sources.
Actual results may differ from these estimates  under  different  assumptions or
conditions.

We  believe  the  following  critical   accounting   policies  affect  our  more
significant  judgments and estimates used in the preparation of our consolidated
financial  statements.  We recognize  revenue and related  costs of revenue from
sales contracts for our MRI scanners, under the percentage-of-completion method.
Under this method,  we recognize  revenue and related costs of revenue,  as each
sub-assembly is completed.  Amounts  received in advance of our  commencement of
production are recorded as customer advances.

We record a valuation  allowance to reduce our deferred tax assets to the amount
that is more likely than not to be realized.  As of June 30, 2009, we recorded a
valuation  allowance which reduced our deferred tax assets to equal our deferred
tax liability.

We amortize our  intangible  assets,  including  patents,  purchased  management
agreements and capitalized  software  development costs, over the shorter of the
contractual/legal life or the estimated economic life. Our amortization life for
patents  and  capitalized  software  development  costs is 15 to 17 years  and 5
years, respectively.

We  periodically  assess the  recoverability  of  long-lived  assets,  including
property and equipment,  intangibles and management  agreements,  when there are
indications of potential  impairment,  based on estimates of undiscounted future
cash flows.  The amount of impairment  is  calculated  by comparing  anticipated
discounted  future cash flows with the carrying value of the related  asset.  In
performing this analysis,  management considers such factors as current results,
trends, and future prospects, in addition to other economic factors.

RESULTS OF OPERATIONS. FISCAL 2009 COMPARED TO FISCAL 2008

In fiscal 2009, we experienced a net income of $1.1 million on revenues of $39.7
million, as compared to a net loss of $13.5 million on revenues of $35.6 million
for fiscal 2008. This  represents an increase in revenues of 11.7%.  Included in
net income for fiscal 2009 is a gain of $1.4 million  recognized  by the Company
on the sale of a  consolidated  subsidiary.  The impact of  increased  unrelated
party  product  sales,  which  increased  by  51.6%,  was the  principal  factor
accounting for the increased  revenues of the Company.  Related  management fees
decreased by 11.9%.  In addition,  total costs and expenses  decreased by 23.0%.
Our  consolidated  operating  results  improved by $16.2 million to an operating
loss of  $704,000  for fiscal 2009 as  compared  to an  operating  loss of $16.9
million for fiscal 2008.

Discussion of Operating Results of Medical Equipment Segment
Fiscal 2009 Compared to Fiscal 2008
------------------------------------------------------------

Revenues  attributable to our medical  equipment  segment  increased by 25.3% to
$29.5  million in fiscal 2009 from $23.5  million in fiscal  2008,  with product
sales  revenues  increasing  51.6%  from $11.3  million in fiscal  2008 to $17.2
million in fiscal  2009,  and service  revenue  decreasing  by 4.6%,  from $11.0
million  in fiscal  2008 to $10.5  million  in fiscal  2009.  This  increase  in
revenues  was  attributable  to an  increase in sales of our  Upright(R)  MRI to
unrelated parties, notwithstanding the decrease in service and repair fees.

We anticipate an  improvement in our Upright(R) MRI sales because the Upright(R)
MRI is unique in that it permits MRI scans to be performed  on patients  upright
in the  weight-bearing  state and in  multiple  positions  that  correlate  with
symptoms.  An important  event in our ongoing effort to educate both the medical
community  and  payors  about  the  benefits,  if not  necessity,  of  utilizing
Upright(R) MRI scanning,  occurred in fiscal 2007 when we sold an Upright(R) MRI
scanner  to  the   largest   orthopedic   hospital  in  the   Netherlands,   St.
Maartenskliniek.  Upon placing the order,  the Chairman of Spine  Surgery at St.
Maartenskliniek expressed the view that for their hospital to continue to engage
in spine surgery  without  Fonar's  Upright(R) MRI  technology,  now that it was
available was "unacceptable" and that owning the scanner "was not optional,  but
mandatory".  He further  stated  that  "[o]nce our active  research  program has
discovered the benefits of this new Fonar technology for patients,  we intend to
publish the results in a lot of peer reviewed scientific journals".

In addition,  significant progress is being made in developing the Fonar 360(TM)
MRI  scanner  so  that  it can be  used  in  interventional  procedures.  At the
Oxford-Nuffield  site in the United Kingdom,  where we installed the first Fonar
360(TM) MRI,  Fonar  software  engineers  have  completed  and installed our 2nd
generation tracking software, which is designed to enable the surgeons to insert
needles into the patient and  accurately  advance them under direct visual image
guidance to the target tissue,  such as a tumor, in order to inject  therapeutic
agents directly into the tissue.

Product sales to unrelated  parties increased by 51.6% in fiscal 2009 from $11.3
million in fiscal 2008 to $17.2  million in fiscal  2009.  There were no product
sales to related parties in fiscal 2009 and 2008.

We believe that one of our  principal  challenges  in achieving  greater  market
penetration  is  attributable  to the better name  recognition  and larger sales
forces of our larger  competitors such as General  Electric,  Siemens,  Hitachi,
Philips  and  Toshiba  and  the  ability  of some of our  competitors  to  offer
attractive   financing  terms  through   affiliates,   such  as  G.E.   Capital.
Nevertheless, no other competitor offers a whole body weight bearing MRI scanner
such as the Upright(R) MRI, and the General Electric Medical Systems division of
General  Electric acts as a  manufacturer's  representative  for the Stand-Up(R)
MRI.

We believe that our aggregate  product sales to unrelated  parties of Upright(R)
Scanners shows that we are successfully meeting that challenge.

The  operating  results  for the  medical  equipment  segment  improved by $14.2
million  from a loss of $14.1  million in fiscal 2008 to an income of $27,000 in
fiscal 2009. This improvement is attributable most  significantly to an increase
in our scanner sales and a decrease in our total costs and expenses.

We  recognized  revenues of $16.6  million from the sale of our  Upright(R)  MRI
scanners in fiscal 2009. In fiscal 2008, we recognized revenues of $11.2 million
from the sale of Upright(R) MRI scanners.

None of our revenues for fiscal 2009 and fiscal 2008 were  attributable to sales
to related parties.

License and royalty revenue in fiscal 2009 increased to $1.8 million as compared
to $1.2 million in fiscal 2008.

Research and development expenses,  net of capitalized costs, decreased by 28.2%
to $3.6 million in fiscal 2009 as compared to $5.0  million in fiscal 2008.  Our
expenses  for fiscal 2009  represented  continued  research and  development  of
Fonar's scanners,  Fonar's new hardware and software  product,  Sympulse(TM) and
new surface coils to be used with the Upright(R) MRI scanner.

Discussion of Operating Results of Physician and Diagnostic Services Management
Segment.
Fiscal 2009 Compared to Fiscal 2008
--------------------------------------------------------------------------------

Revenues  attributable  to  the  Company's  physician  and  diagnostic  services
management  segment,  HMCA,  decreased by 14.9% to $10.3  million in fiscal 2009
from $12.0 million in fiscal 2008. The decrease in revenues was primarily due to
the sale of a 92.3%  equity  interest in an  enterprise  managing an MRI center.
Presently,  nine of the ten MRI facilities  managed by HMCA have  Upright(R) MRI
scanners.

Cost of revenues as a percentage  of the related  revenues for our physician and
diagnostic  services  management segment decreased from $8.6 million or 71.3% of
related  revenues for the year ended June 30, 2008 to $7.3 million,  or 71.2% of
related  revenue  for the year ended June 30,  2009.  The  decrease  in revenues
resulted from our sale of a 92.3% equity interest in an enterprising managing an
MRI center.

Operating  results  of this  segment  improved  from an  operating  loss of $2.8
million  in  fiscal  2008 to  operating  loss of  $731,000  in fiscal  2009.  We
attribute the improvement to a decrease in our cost of revenues.

Discussion of Certain Consolidated Results of Operations Fiscal 2009 Compared to
Fiscal 2008
--------------------------------------------------------------------------------

Interest and investment income decreased in 2009 compared to 2008. We recognized
interest  income of $346,506  in 2009 as  compared  to $728,711 in fiscal  2008,
representing an decrease of 52.4%.

Interest  expense of $333,229  was  recognized  in fiscal  2009,  as compared to
$535,322 in fiscal 2008, representing an decrease of 37.8%.

Notwithstanding   that  revenue  increased  by  11.7%,   selling,   general  and
administrative expenses, decreased by 34.2% to $13.4 million in fiscal 2009 from
$20.4 million in fiscal 2008.

Compensatory  element of stock issuances also increased from  approximately $360
in fiscal  2008 to  $4,061 in fiscal  2009.  This  reflected  Fonar's  policy to
refrain from using its stock bonus plans to pay employees  and others,  in order
to prevent dilution of its outstanding stock.

The lower  provision for bad debts of $1.3 million in fiscal 2009 as compared to
$2.2  million in fiscal  2008,  reflected  an  increase  in  reserves of certain
indebtedness in fiscal 2008 by our physician and diagnostic  services management
segment.  In fiscal 2009,  the three  Florida  sites managed by HMCA jointly and
severally  guaranteed  the  payment of their  management  fees to HMCA,  further
securing HMCA's management fee receivables.

Service and repair fees have decreased, from $11.0 million in fiscal 2008 and to
$10.5 million in fiscal 2009.

Continuing  our  tradition  as the  originator  of MRI, we remain  committed  to
maintaining  our  position  as the leading  innovator  of the  industry  through
aggressive  investing in research and  development.  In fiscal 2009 we continued
our  investment  in the  development  of our new  MRI  scanners,  together  with
software  and  upgrades,  with an  investment  of  $4,085,177  in  research  and
development,  $491,707 of which was  capitalized,  as  compared  to  $5,463,963,
$457,372 of which was capitalized,  in fiscal 2008. The research and development
expenditures were  approximately  12.2% of revenues  attributable to our medical
equipment  segment,  and 9.0% of total  revenues,  in 2009 and 21.3% of  medical
equipment  segment  revenues,  and 14.1% of total revenues in fiscal 2008.  This
represented a 28.2% decrease in research and development  expenditures in fiscal
2009 as compared to fiscal  2008.  Notwithstanding  the decrease in research and
development expenditures,  in connection with our overall cost cutting programs,
the Company  remains fully  committed to developing  new features,  software and
upgrades to improve its products.

The  physician  and  diagnostic  services  management  segment,  HMCA,  revenues
decreased,  from $12.0 in fiscal 2008 to $10.3  million in fiscal 2009.  This is
primarily  attributable to the sale of HMCA's 92.3% equity interest in an entity
providing management services to a scanning center in Bensonhurst, New York.

We have been taking steps to improve  HMCA  revenues by our  marketing  efforts,
which focus on the unique  capability  of our  Upright(R)  MRI  scanners to scan
patients in different positions.

Marketing  expenditures  are likely to increase,  as the Company  continues  its
efforts to promote sales.

In the beginning of fiscal 2006,  in July of 2005,  HMCA sold the portion of its
business  engaged in the  management  of  physical  therapy  and  rehabilitation
facilities to Health Plus Management  Services,  L.L.C.  for a purchase price of
$6.6  million,  payable  pursuant to a  promissory  note  payable in 120 monthly
installments.

The first twelve  installments were interest only and the remaining 108 payments
were to consist of equal installments of principal and interest in the amount of
$76,014  each.  The note was  secured  by a first  lien on all of the  assets of
Health  Plus,  including  its  accounts  receivable.  The  note was  subject  to
prepayment  provisions  to the extent  Health  Plus  resells  all or part of the
assets and  business  or  utilizes  the assets  sold as  collateral  in any debt
financing.

Pursuant to a Modification  Agreement  dated August 8, 2008,  Health Plus made a
prepayment  of  $2,000,000  on the note and received a discount of $1,000,000 in
return. A new note was executed for the balance of the  indebtedness  remaining,
in the amount of $2,378,130, providing for 60 consecutive equal monthly payments
of  principal  and interest of $47,090  each.  The  security  agreement  and the
mandatory  prepayment  provisions  applicable  to the  original  note  are  also
applicable to the replacement note.

In fiscal 2008 and 2009, HMCA received no revenue from the physical  therapy and
rehabilitation business.

The Company's management fees are dependent on collection by its clients of fees
from reimbursements  from Medicare,  Medicaid,  private insurance,  no fault and
workers'  compensation  carriers,  self -pay and other third-party  payors.  The
health  care  industry  is  experiencing  the  effects of the  federal and state
governments'  trend toward cost  containment,  as  governments  and other third-
party  payors  seek to impose  lower  reimbursement  and  utilization  rates and
negotiate  reduced  payment  schedules  with  providers.   The  cost-containment
measures,  consolidated with the increasing influence of managed-care payors and
competition for patients,  have resulted in reduced rates of  reimbursement  for
services  provided by the  Company's  clients from time to time.  The  Company's
future  revenues and results of operations  may be adversely  impacted by future
reductions in reimbursement rates.

In 2009, the Obama administration announced its intentions for healthcare reform
in the United States. The plan includes providing  healthcare  coverage for some
40 million  uninsured  Americans.  The plan calls for, among other things,  more
vigilant  control  of  healthcare  utilization,   including  diagnostic  imaging
services.  The use of  radiology  benefit  managers,  or RBM's has  increased in
recent years.  It is common practice for health  insurance  carriers to contract
with RBMs to manage  utilization  of  diagnostic  imaging  procedures  for their
insureds.  In many cases, this leads to lower utilization of imaging  procedures
based on a determination of medical  necessity.  The efficacy of RBMs is still a
high  controversial  topic.  The  Company  cannot  predict  whether  the current
administration's  healthcare plan and the use of RBMs will negatively impact its
business,  but it is possible that the Company's  financial position and results
of operations could be negatively affected by increased utilization of RBMs.

While the  Company has  prepared  certain  estimates  of the impact of the above
discussed  changes and proposed  changes,  it is not possible to fully  quantify
their impact on its business. There can be no assurance that the impact of these
changes  will not be  greater  than  estimated  or that any future  health  care
legislation  or  reimbursement  changes will not adversely  affect the Company's
business.


LIQUIDITY AND CAPITAL RESOURCES

Cash, cash  equivalents and marketable  securities  decreased by 52.1% from $2.4
million at June 30, 2008 to $1.2 million at June 30, 2009.

Marketable  securities  approximated $23,000 as of June 30, 2009, as compared to
$1.1 million as of June 30, 2008.

Cash used in operating  activities  for fiscal 2009  approximated  $6.1 million.
Cash used in operating  activities  was  attributable  to a decrease in customer
advances  of $5.0  million  and a decrease  in  billings  in excess of costs and
estimated earnings on uncompleted  contracts of $3.7 million,  offset by the net
income of $1.1 million and an increase in notes receivables of $508,000.

Cash provided by investing activities for fiscal 2009 approximated $5.9 million.
The principal uses of cash from investing  activities were purchases of property
and equipment of $28,000,  costs of capitalized software development of $492,000
and costs of patents and  copyrights of $331,000.  The principal  source of cash
provided by investing activities were the proceeds of approximately $2.3 million
from the sale of a consolidated  subsidiary,  proceeds from note  receivables of
$2.0 million and proceeds of $1.3 million from the cash surrender  value of life
insurance.

Cash used in financing  activities  for fiscal 2009  approximated  $83,000.  The
principal  sources of cash in financing  activities  were proceeds from the long
term  debt of  $258,000  and  proceeds  of  $127,000  from  repayment  of  notes
receivable from employee stockholders, offset by the repayment of borrowings and
capital lease  obligations of $279,000 and  distributions to holders of minority
interests of $23,000.

Total  liabilities  decreased by 20.5% during  fiscal 2009,  from  approximately
$39.3 million at June 30, 2008 to approximately  $31.2 million at June 30, 2009.
The decrease in total liabilities  reflected principally an decrease in billings
in excess of costs and estimated earnings on uncompleted contracts of 64.9% from
$5.8 million at June 30, 2008 to $2.0 million at June 30, 2009 and a decrease in
customer  advances of 35.3% from $14.3  million at June 30, 2008 to $9.2 million
at June 30, 2009, resulting from our decreased backlog.

Our  contractual  obligations  and the  periods in which they are  scheduled  to
become due are set forth in the following table:

                             Due in
                             Less         Due         Due         Due
Contractual                  than 1       in 1-3      in 4-5      after 5
Obligation         Total     Year         years       years       years
--------------  ----------  -----------  ----------  ----------  ----------
Long-term debt  $  962,591  $   235,771  $  191,136  $     -     $  535,684

Capital lease
Obligation      $  313,799   $  121,232  $  192,567  $     -     $     -

Operating
  leases        $12,054,134  $1,994,523  $4,068,513  $3,623,430  $2,367,668

Stipulation
  Agreements    $   763,511  $  579,343  $  184,168  $     -     $     -
                -----------  ----------  ----------  ----------  ---------

Total cash
Obligations     $14,094,035  $2,930,869  $4,636,384  $3,623,430  $2,903,352
                ===========  ==========  ==========  ==========  ==========

As at June 30, 2009,  our  obligations  included  approximately  $2.4 million in
various state sales taxes.

At June 30, 2009,  however,  we had a working capital  deficit of  approximately
$10.8 million as compared to a working  capital deficit of $16.0 million at June
30,  2008 and a  stockholders'  deficiency  of $2.9  million at June 30, 2009 as
compared to a stockholders' deficiency of $4.2 million at June 30, 2008. For the
year ended June 30,  2009,  we  realized  a net  income of $1.1  million,  which
included  non-cash  charges of  approximately  $3.1 million.  Our net income for
fiscal  2009  included  a gain  of  $1.4  million  recognized  on the  sale of a
consolidated subsidiary.

Our principal source of liquidity has been derived from revenues,  as well as by
cash provided by the sale of marketable securities and other assets.

In July 2007, we sold our 50% interest in a consolidated  subsidiary and our 20%
interest  in  a   non-consolidated   subsidiary,   and   received   proceeds  of
approximately $4.8 million.

Effective  September 30, 2008, a wholly-owned  subsidiary of HMCA sold its 92.3%
equity interest in an entity providing  management services to a scanning center
in Bensonhurst, New York for approximately $2.3 million.

In August,  2008, the Company entered into a modification  agreement with regard
to the asset purchase agreement with Health Plus Management Services, L.L.C. The
Company received a $2,000,000 payment on the note issued by Health Plus.

Our business plan includes an aggressive  program for  manufacturing and selling
our  Upright(R)  MRI  scanners.  In addition,  we are  enhancing  our revenue by
participating  in the  physician and  diagnostic  services  management  business
through our subsidiary,  HMCA and have upgraded the facilities which it manages,
most  significantly  by the  replacement  of  existing  MRI  scanners  with  new
Upright(R) MRI scanners.  Presently, of the 10 MRI facilities managed by HMCA, 9
are equipped with Upright(R) MRI scanners.

Our  business  plan also  calls  for a  continuing  emphasis  on  providing  our
customers  with enhanced  equipment  service and  maintenance  capabilities  and
delivering  state-of-the-art,  innovative and high quality equipment upgrades at
competitive prices. Fees for on-going service and maintenance from our installed
base of scanners  were $11.0  million for the year ended June 30, 2008 and $10.5
million for the year ended June 30, 2009.

In order to reduce  our net  losses  and  demands  on our cash and other  liquid
reserves,  we  instituted  an  aggressive  program  of cost  cutting  during and
following the end of fiscal 2008. These measures included  consolidating  HMCA's
office space with Fonar's office space, reductions in the size of our workforce,
compensation  and benefits,  as well as across the board  reduction of expenses.
The cost  reductions  were  intended  to enable us to  withstand  periods of low
volumes of MRI  scanner  sales,  by keeping  expenditures  at levels  which,  if
necessary,  can be supported by service revenues and HMCA revenues.  We are also
seeking  equity and debt  financing  and have been engaged in  discussions  with
several possible sources.

In order to promote sales, we are continuing to focus on marketing  campaigns to
strengthen the demand for our products and services. Management anticipates that
Fonar's  capital  resources  will improve if Fonar's MRI scanner  products  gain
wider market  recognition  and acceptance  resulting in both  increased  product
sales and scan volumes.  If we are not successful with our marketing  efforts to
increase sales, we will experience a shortfall in cash, and it will be necessary
to further reduce operating  expenses in a manner or obtain funds through equity
or debt  financing  in  sufficient  amounts  to avoid  the need to  curtail  our
operations  subsequent to June 30, 2010. Current economic credit conditions have
contributed to a slowing business  environment.  Given such liquidity and credit
constraints in the markets,  the business may suffer,  should the credit markets
not improve in the near future.  The direct  impact of these  conditions  is not
fully known. However,  there can be no assurance that we would be able to secure
additional  funds if needed and that if such funds were  available,  whether the
terms or conditions  would be  acceptable to us. In such case,  the reduction in
operating  expenses  might need to be  substantial  in order for us to  generate
positive cash flow to sustain our operations.

If we are unable to meet expenditures with revenues or financing then it will be
necessary to reduce expenses further, or seek other sources of funds through the
issuance  of debt or equity  financing  in order to  conduct  operations  as now
conducted subsequent to fiscal 2010.

Capital expenditures for fiscal 2009 approximated $28,000.  Capitalized software
costs  were   approximately   $492,000,   and  capitalized   patent  costs  were
approximately $331,000.

Fonar has not committed to making capital  expenditures  in the 2010 fiscal year
other  than its plans to  continue  research  and  development  expenditures  at
current levels.

The  accompanying  financial  statements  have been prepared in accordance  with
accounting  principles  generally  accepted in the United  States of America and
assume  that the  Company  will  continue  as a going  concern.  The Company has
suffered  recurring losses from operations,  continues to generate negative cash
flows from  operating  activities and had negative  working  capital at June 30,
2009. These conditions raise  substantial  doubt about the Company's  ability to
continue  as a going  concern.  The  accompanying  financial  statements  do not
include any adjustments that might result from the outcome of this uncertainty.


ITEM 7A. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

Fonar's  investments  in  fixed  rate  instruments.   None  of  the  fixed  rate
instruments  in which we invest extend beyond June 30, 2010. All of our revenue,
expense  and capital  purchasing  activities  are  transacted  in United  States
dollars.

See [Note 13] to the consolidated  Financial Statements for information on long-
term debt.


Item 8.

                              FINANCIAL STATEMENTS
                       FONAR CORPORATION AND SUBSIDIARIES
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                       Page No.
                                                       -------

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

CONSOLIDATED BALANCE SHEETS
  At June 30, 2009 and 2008

CONSOLIDATED STATEMENTS OF OPERATIONS
  For the Years Ended June 30, 2009 and 2008

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY
  For the Years Ended June 30, 2009 and 2008

CONSOLIDATED STATEMENTS OF CASH FLOWS
  For the Years Ended June 30, 2009 and 2008

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Stockholders
FONAR Corporation and Subsidiaries

We  have  audited  the  accompanying   consolidated   balance  sheets  of  FONAR
Corporation and  Subsidiaries  (the "Company") as of June 30, 2009 and 2008, and
the  related   consolidated   statements  of  operations,   comprehensive  loss,
stockholders'  deficiency  and  cash  flows  for the  years  then  ended.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements  are free of material  misstatement.  The Company is not  required to
have,  nor  were we  engaged  to  perform,  an audit of  internal  control  over
financial reporting.  Our audit included  consideration of internal control over
financial  reporting  as  a  basis  for  designing  audit  procedures  that  are
appropriate  in the  circumstances,  but not for the  purpose of  expressing  an
opinion on the  effectiveness  of the Company's  internal control over financial
reporting.  Accordingly,  we express  no such  opinion.  An audit also  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the consolidated  financial position of FONAR
Corporation  and  Subsidiaries  at June 30, 2009 and 2008, and the  consolidated
results  of its  operations  and its cash  flows for the years  then  ended,  in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying  consolidated  financial statements have been prepared assuming
that FONAR  Corporation and  Subsidiaries  will continue as a going concern.  As
more fully described in Note 1, the Company has suffered  recurring  losses from
operations, continues to generate negative cash flows from operating activities,
has negative working capital at June 30, 2009 and is dependent on asset sales to
fund its shortfall from operations.  These conditions  raise  substantial  doubt
about the Company's ability to continue as a going concern.  Management's  plans
in  regard  to these  matters  are also  described  in Note 1. The  consolidated
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.

/s/ Marcum LLP
New York, New York
October 5, 2009



                     FONAR CORPORATION AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS

                                        ASSETS
                                        ------

                                                                June 30,
                                                        ------------------------
                                                            2009         2008
                                                        -----------  -----------
Current Assets:
  Cash and cash equivalents                             $ 1,225,619  $ 1,325,512
  Marketable securities                                      22,652    1,068,168
  Accounts receivable - net of allowances for
    doubtful accounts of $2,393,326 and $2,020,208
    at June 30, 2009 and 2008, respectively               5,391,822    5,157,594
  Medical receivables - net of allowances for
    doubtful accounts of $1,343,500 and $769,000
    at June 30, 2009 and 2008, respectively                 374,225    1,227,858
  Management fee receivable - net of allowances for
    doubtful accounts of $5,093,345 and $3,958,733
    at June 30, 2009 and 2008, respectively               3,273,756    5,040,523
  Management fee receivable - related medical
    practices - net of allowances for doubtful
    accounts of $1,094,818 and $2,413,483 at
    June 30, 2009 and 2008, respectively                  2,196,580    1,372,261
  Costs and estimated earnings in excess of
    billings on uncompleted contracts                     1,475,706        6,285
  Inventories                                             3,172,397    3,255,915
  Current portion of advances and notes to related
    medical practices                                       164,611      155,423
  Current portion of note receivable                        517,934    2,508,306
  Prepaid expenses and other current assets                 472,397      869,353
                                                        -----------  -----------
      Total Current Assets                               18,287,699   21,987,198

Property and Equipment - Net                              2,892,380    3,932,533

Advances and Notes to Related Medical Practices -
  net of allowances for doubtful accounts of
  $264,791 at June 30, 2009 and at June 30, 2008             89,032      263,363

Notes Receivable - net of allowance for doubtful
accounts of $65,000 at June 30, 2009 and at
June 30, 2008                                             1,778,626    2,296,560

Other Intangible Assets - Net                             4,920,241    4,809,564

Other Assets                                                391,237    1,936,415
                                                        -----------  -----------
      Total Assets                                      $28,359,215  $35,225,633
                                                        ===========  ===========

See accompanying notes to consolidated financial statements.


                       FONAR CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS


                                   LIABILITIES
                                   -----------

                                                                June 30,
                                                        ------------------------
                                                            2009         2008
                                                        -----------  -----------
Current Liabilities:
  Current portion of long-term debt and capital
    Leases                                              $   277,494  $   372,722
  Current portion of long-term debt - related party          79,509         -
  Accounts payable                                        3,518,609    4,019,993
  Other current liabilities                               8,460,042    8,316,263
  Unearned revenue on service contracts                   5,526,006    5,193,645
  Customer advances                                       9,237,921   14,276,311
  Billings in excess of costs and estimated
    earnings on uncompleted contracts                     2,026,441    5,773,286
                                                        -----------  -----------
      Total Current Liabilities                          29,126,022   37,952,220
                                                        -----------  -----------
Long-Term Liabilities:
  Accounts payable                                          184,168         -
  Due to related medical practices                          643,135       97,663
  Long-term debt and capital leases, less
    current portion                                         759,211      756,976
  Long-term debt, less current
    portion - related party                                 160,176         -
  Other liabilities                                         363,550      496,837
                                                        -----------  -----------
      Total Long-Term Liabilities                         2,110,240    1,351,476
                                                        -----------  -----------
      Total Liabilities                                  31,236,262   39,303,696
                                                        -----------  -----------
Commitments, Contingencies and Other Matters

See accompanying notes to consolidated financial statements.



                       FONAR CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                            STOCKHOLDERS' DEFICIENCY
                       ----------------------------------

                                                              June 30,
                                                      -------------------------
                                                          2009          2008
                                                      -----------   -----------
Minority Interest                                     $    63,815   $   166,966

Stockholders' Deficiency:
  Class A non-voting preferred stock - $.0001
    par value; authorized - 1,600,000 shares;
    issued and outstanding - 313,451 shares
    at June 30, 2009 and 2008                                  31            31
  Preferred stock - $.001 par value;
    authorized - 2,000,000 shares; issued
    and outstanding - none                                   -             -
  Common stock - $.0001 par value; authorized -
    30,000,000 shares at
    June 30, 2009 and 2008, respectively;
    issued - 4,917,918 and 4,915,918 shares
    at June 30, 2009 and 2008, respectively;
    outstanding - 4,906,275 and 4,904,275
    shares at June 30, 2009 and 2008, respectively            491           490
  Class B common stock (10 votes per share) -
    $.0001 par value; authorized - 800,000
    shares; issued and outstanding - 158
    shares at June 30, 2009 and 2008                         -             -
  Class C common stock (25 votes per share) -
   $.0001 par value; authorized - 2,000,000
    shares; issued and outstanding - 382,513
    shares at June 30, 2009 and 2008
  Paid-in capital in excess of par value
  Accumulated other comprehensive loss                         38            38
  Accumulated deficit                                 172,280,600   172,276,540
  Notes receivable from employee stockholders             (20,995)      (72,723)
  Treasury stock, at cost - 11,643 shares            (174,258,607) (175,379,874)
    of common stock at June 30, 2009 and 2008            (267,030)     (394,141)

      Total Stockholders' Deficiency                     (675,390)     (675,390)
                                                     ------------  ------------
      Total Liabilities and Stockholders'              (2,940,862)   (4,245,029)
        Deficiency                                   ------------  ------------

                                                     $ 28,359,215  $ 35,225,633
                                                     ============  ============

See accompanying notes to consolidated financial statements.



                       FONAR CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                                    For the Years Ended June 30,
                                                    ----------------------------
                                                          2009          2008
                                                    -------------  -------------
Revenues
  Product sales - net                               $ 17,175,417   $ 11,326,388
  Service and repair fees - net                       10,345,091     10,930,331
  Service and repair fees - related
    parties - net                                        192,500        110,000
  Management and other fees                            7,342,614      8,337,000
  Management and other fees - related
    medical practices - net                            2,911,318      3,706,636
  License fees and royalties                           1,755,493      1,158,478
                                                    -------------  ------------
      Total Revenues - Net                            39,722,433     35,568,833
                                                    -------------  ------------
Costs and Expenses
  Costs related to product sales                      10,758,201     11,143,826
  Costs related to service and repair fees             3,992,557      5,107,802
  Costs related to service and repair fees
    - related parties                                     74,293         51,404
  Costs related to management and other fees           4,507,587      5,548,605
  Costs related to management and other fees
    - related medical practices                        2,790,745      3,041,828
  Research and development                             3,593,470      5,006,591
  Selling, general and administrative,
    inclusive of compensatory element of stock
    issuances of $4,061 and $360 for the years
    ended June 30, 2009 and 2008, respectively        13,423,066     20,386,748
  Provision for bad debts                              1,286,451      2,208,820
                                                    -------------  -------------
      Total Costs and Expenses                        40,426,370     52,495,624
                                                    -------------  -------------
      Loss from Operations                           (   703,937)   (16,926,791)

Other Income and (Expenses):
  Interest expense                                      (333,229)      (535,322)
  Investment income                                      325,688        694,910
  Interest income - related parties                       20,818         33,801
  Other income - net                                     410,657        129,368
  Minority interests in income of partnerships        (   10,995)    (  219,058)
  Gain on sale of investment                                -           571,161
  Gain on sale of consolidated subsidiary              1,448,196      3,394,975
  Loss on note receivable                                   -        (  658,351)
                                                    -------------  -------------
      Income (Loss) Before Provision For
          (Benefit From) Income Taxes                  1,157,198    (13,515,307)

Provision for (Benefit from) Income Taxes                 35,931         (6,940)
                                                    -------------  -------------
       Net Income (Loss)                            $  1,121,267   $(13,508,367)
                                                    =============  =============

See accompanying notes to consolidated financial statements.



                       FONAR CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS


                                                    For the Years Ended June 30,
                                                    ----------------------------
                                                         2009          2008
                                                    -------------  -------------
Net Income (Loss) Available to Common and
  Class C Common Stockholders                       $  1,053,898   $(13,508,367)
                                                    =============  =============
Basic and Diluted Net Income (Loss) Per
  Common Share                                          $ 0.21         $(2.76)
                                                    =============  =============
Basic Net Income Per Share - Common C                   $ 0.06           N/A
                                                    =============  =============

See accompanying notes to consolidated financial statements.



                       FONAR CORPORATION AND SUBSIDIARIES
               CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY
                        FOR THE YEAR ENDED JUNE 30, 2009


                                              Class A
                                              Non-Voting      Common Stock
                                              Preferred   ----------------------
                                                Stock       Shares      Amount
                                              ----------  ----------  ----------
Balance    -    June   30,   2008              $     31    4,904,275   $    490

Net income                                         -            -         -

Other comprehensive loss, net of tax:
  Unrealized gains on securities arising
    during the year, net of tax                    -            -         -
Stock issued to employees under stock
  bonus plans                                      -           2,000          1
Payments on notes receivable
  from employee stockholders                       -            -         -
                                              ----------  ----------  ---------

Balance   -   June   30,    2009               $     31    4,906,275   $    491
                                              ==========  ==========  ==========

See accompanying notes to consolidated financial statements.



                       FONAR CORPORATION AND SUBSIDIARIES
               CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY
                        FOR THE YEAR ENDED JUNE 30, 2009

                                                                     Paid-in
                                             Class B     Class C     Capital in
                                             Common      Common      Excess of
                                             Stock       Stock       Par Value
                                            ----------  ----------  ------------
                                             Shares
                                            ----------

Balance   -  June  30,  2008                      158       $  38   $172,276,540

Net income                                       -           -              -

Other comprehensive loss, net of tax:
  Unrealized gains on securities arising
    during the year, net of tax                  -           -              -
Stock issued to employees under
  stock bonus plans                              -           -             4,060
Payments on notes receivable from
  employee stockholders                          -           -              -
                                            ----------  ----------  ------------
Balance  -  June   30,  2009                      158       $  38   $172,280,600
                                            ==========  ==========  ============

See accompanying notes to consolidated financial statements.



                       FONAR CORPORATION AND SUBSIDIARIES
               CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY
                        FOR THE YEAR ENDED JUNE 30, 2009


                                                         Notes
                                                      Receivable    Accumulated
                                                         From          Other
                                          Treasury     Employee    Comprehensive
                                          Stock      Stockholders      Loss
                                         ----------  ------------  -------------
Balance  - June 30, 2008                 $(675,390)  $  (394,141)  $    (72,723)

Net income                                                  -              -
-

Other comprehensive loss, net of tax:
  Unrealized gains on securities arising
    during the year, net of tax               -             -            51,728
Stock issued to employees under stock
  bonus plans                                 -             -              -
Payments on notes receivable from employee
  stockholders                                -          127,111           -
                                         ----------  ------------  -------------
Balance -  June  30, 2009                $(675,390)  $  (267,030)  $    (20,995)
                                         ==========  ============  =============

See accompanying notes to consolidated financial statements.



                      FONAR CORPORATION AND SUBSIDIARIES
         CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY
                       FOR THE YEAR ENDED JUNE 30, 2009


                                      Accumulated                  Comprehensive
                                        Deficit         Total      Income (Loss)
                                     --------------  ------------  -------------
Balance  -  June 30, 2008            $(175,379,874)  $(4,245,029)  $       -

Net income                               1,121,267     1,121,267      1,121,267

Other comprehensive loss, net of tax:
  Unrealized gains on securities
    arising during the year, net of tax       -           51,728         51,728
Stock issued to employees under
    stock bonus plans                         -            4,061           -
Payments on notes receivable from
  employee stockholders                       -          127,111           -
                                     --------------  ------------  -------------
Balance - June  30,  2009            $(174,258,607)  $(2,940,862)  $  1,172,995
                                     ==============  ============  =============

See accompanying notes to consolidated financial statements.



                       FONAR CORPORATION AND SUBSIDIARIES
               CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY
                        FOR THE YEAR ENDED JUNE 30, 2008


                                              Class A
                                              Non-Voting      Common Stock
                                              Preferred   ----------------------
                                                Stock       Shares      Amount
                                              ----------  ----------  ----------
Balance    -    June 30, 2007                 $       31   4,874,207  $      487

Net loss                                            -           -           -

Other comprehensive loss, net of tax:
  Unrealized gains on securities arising
      during the year, net of tax                   -           -           -
Stock issued to employees under stock
  bonus plans                                       -             68        -
Issuance of stock for goods and services            -         30,000           3
Payments on notes receivable
  from employee stockholders                        -           -           -
                                              ----------  ----------  ----------
Balance   -   June 30, 2008                   $       31   4,904,275  $      490
                                              ==========  ==========  ==========

See accompanying notes to consolidated financial statements.


                       FONAR CORPORATION AND SUBSIDIARIES
               CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY
                        FOR THE YEAR ENDED JUNE 30, 2008

                                                                  Paid-in
                                             Class B     Class C     Capital in
                                             Common      Common      Excess of
                                             Stock       Stock       Par Value
                                            ----------  ----------  ------------
                                             Shares
                                            ----------

Balance   -  June  30,  2008                      158    $     38   $172,071,727

Net loss                                                      -             -
-

Other comprehensive loss, net of tax:
  Unrealized gains on securities arising
    during the year, net of tax                  -            -             -
Stock issued to employees under
  stock bonus plans                              -            -              360
Issuance of stock for goods and services         -            -          204,453
Payments on notes receivable from
  employee stockholders                          -            -             -
                                            ----------  ----------  ------------
Balance  -  June   30,  2008                      158    $     38   $172,276,540
                                            ==========  ==========  ============

See accompanying notes to consolidated financial statements.


                       FONAR CORPORATION AND SUBSIDIARIES
               CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY
                        FOR THE YEAR ENDED JUNE 30, 2008


                                                         Notes
                                                      Receivable    Accumulated
                                                         From          Other
                                          Treasury     Employee    Comprehensive
                                          Stock      Stockholders      Loss
                                         ----------  ------------  -------------
Balance  - June 30, 2007                 $(675,390)  $  (523,754)  $   (103,604)

Net loss                                      -             -              -

Other comprehensive loss, net of tax:
  Unrealized gains on securities arising
    during the year, net of tax               -             -             30,881
Stock issued to employees under stock
    bonus plans                               -             -               -
Issuance of stock for goods and services      -             -               -
Payments on notes receivable from
  employee stockholders                       -          129,613            -
                                         ----------  ------------  -------------
Balance -  June  30, 2008                $(675,390)  $  (394,141)  $    (72,723)
                                         ==========  ============  =============

See accompanying notes to consolidated financial statements.


                       FONAR CORPORATION AND SUBSIDIARIES
               CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY
                        FOR THE YEAR ENDED JUNE 30, 2008


                                      Accumulated                  Comprehensive
                                        Deficit         Total      Income (Loss)
                                     --------------  ------------  -------------
Balance  -  June 30, 2007            $(161,871,507)  $  8,898,028  $       -

Net loss                               (13,508,367)   (13,508,367)  (13,508,367)

Other comprehensive loss, net of tax:
  Unrealized gains on securities
    arising during the year, net of tax       -            30,881        30,881
Stock issued to employees under
  stock bonus plans                           -               360          -
Issuance of stock for goods and services      -           204,456          -
Payments on notes receivable from
  employee stockholders                       -           129,613          -
                                     --------------  ------------  -------------
Balance - June 30, 2008              $(175,379,874)   $(4,245,029) $(13,477,486)
                                     ==============  ============  =============

See accompanying notes to consolidated financial statements.


                      FONAR CORPORATION AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                    For the Years Ended June 30,
                                                    ----------------------------
                                                         2009          2008
                                                    -------------  -------------
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                  $ 1,121,267   $(13,508,367)

 Adjustments to reconcile net income
    (loss) to net cash used in operating activities:
      Minority interest in income of partnerships         10,995        219,058
      Depreciation and amortization                    1,733,499      2,793,592
      Abandoned patents written off                       46,327           -
      Provision for bad debts                          1,286,451      2,208,820
      Compensatory element of stock issuances              4,061            360
      Stock issued for costs and expenses                   -           204,456
      Gain on sale of consolidated subsidiary         (1,448,196)    (3,394,975)
      Gain on sale of investment                            -        (  571,161)
      Loss on note receivable                               -           658,351

  (Increase) decrease in operating
    assets, net:
      Accounts, management fee and medical
        receivable                                      (642,004)    (2,905,437)
      Notes receivable                                   508,306        578,451
      Costs and estimated earnings in excess of
        billings on uncompleted contracts             (1,469,421)        (6,285)
      Inventories                                         83,518      1,210,009
      Prepaid expenses and other current assets          338,375        292,577
      Other assets                                       166,032       (251,214)
      Advances and notes to related parties
        medical practices                                223,724        200,528
  Increase (decrease) in operating
    liabilities, net:
      Accounts payable                                  (132,713)        80,196
      Other current liabilities                          476,140        687,227
      Customer advances                               (5,038,390)     4,195,673
      Billings in excess of costs and estimated
        earnings on uncompleted contracts             (3,746,845)     2,292,597
      Other liabilities                                 (133,287)       346,298
      Due to related medical practices                   545,472          5,000
                                                    -------------  -------------
        NET CASH USED IN
          OPERATING ACTIVITIES                        (6,066,689)    (4,664,246)
                                                    -------------  -------------


See accompanying notes to consolidated financial statements.



                       FONAR CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                    For the Years Ended June 30,
                                                    ----------------------------
                                                         2009          2008
                                                    -------------  -------------
CASH FLOWS FROM INVESTING ACTIVITIES
  Purchases of marketable securities                $       -      $   (765,203)
  Sales of marketable securities                       1,097,244      1,707,225
  Purchases of property and equipment                 (   28,076)    (  366,574)
  Costs of capitalized software development             (491,707)      (457,372)
  Collection of note receivable                        2,000,000           -
  Proceeds from loans on cash surrender
    value of life insurance policies                   1,344,901       -
  Cost of patents                                       (331,300)      (229,886)
  Proceeds from sale of investment                         -            571,161
  Proceeds from sale of consolidated subsidiary        2,293,013      4,142,134
                                                    -------------  -------------
        NET CASH PROVIDED BY
          INVESTING ACTIVITIES                         5,884,075      4,601,485
                                                    -------------  -------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from long-term debt                           258,000        265,000
  Repayment of borrowings and capital lease
     obligations                                        (279,399)      (348,504)
  Distributions to holders of minority interests         (22,991)      (127,657)
  Repayment of notes receivable from
     employee stockholders                               127,111        129,613
                                                    -------------  -------------
        NET CASH PROVIDED BY (USED IN)
          FINANCING ACTIVITIES                            82,721       ( 81,548)
                                                    -------------  -------------
NET DECREASE IN CASH AND CASH EQUIVALENTS             (   99,893)      (144,309)

CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR          1,325,512      1,469,821
                                                    -------------  -------------
CASH AND CASH EQUIVALENTS - END OF YEAR             $  1,225,619   $  1,325,512
                                                    =============  =============

See accompanying notes to consolidated financial statements.



                       FONAR CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2009

NOTE 1 - DESCRIPTION OF BUSINESS AND LIQUIDITY AND CAPITAL RESOURCES

Description of Business
-----------------------

FONAR  Corporation (the "Company" or "FONAR") is a Delaware  corporation,  which
was   incorporated  on  July  17,  1978.  FONAR  is  engaged  in  the  research,
development,  production and marketing of medical scanning equipment, which uses
principles of Magnetic Resonance Imaging ("MRI") for the detection and diagnosis
of human diseases.  In addition to deriving revenues from the direct sale of MRI
equipment,  revenue  is also  generated  from its  installed-base  of  customers
through its service and upgrade programs.

FONAR,  through its wholly-owned  subsidiary  Health  Management  Corporation of
America  ("HMCA")  provides  comprehensive  management  services  to  diagnostic
imaging  facilities.  The services provided by the Company include  development,
administration,  leasing of office  space,  facilities  and  medical  equipment,
provision of supplies,  staffing and supervision of non-medical personnel, legal
services,   accounting,   billing  and  collection  and  the   development   and
implementation of practice growth and marketing strategies. As of June 30, 2009,
HMCA manages 10 diagnostic imaging facilities located in the states of New York,
Georgia and Florida.

Liquidity and Going Concern
---------------------------

In September  2008, the Company sold to a related party its 92.3% interest in an
entity that provided  management  services to a scanning  center in Bensonhurst,
New York and received cash  proceeds of  approximately  $2,300,000.  The Company
recorded a gain of $1,448,196 on the sale of this consolidated subsidiary.

In August 2008, the Company signed a modification  agreement with regards to the
asset purchase  agreement with Health Plus (See Note 10). The Company received a
$2,000,000 payment on the note issued by Health Plus.

At June 30, 2009, the Company had a working capital deficit of $10,838,323 and a
stockholders'  deficiency of  $2,940,862.  For the year ended June 30, 2009, the
Company's  net  income  was  $1,121,267,  which  included  non-cash  charges  of
approximately  $3,070,000.  Net cash used in operating  activities  for the year
ended June 30, 2009 was  approximately  $6,067,000.  The Company funded its cash
flow  deficit  from  operations  for the year ended June 30, 2009  through  cash
provided from the sale of marketable  securities  of  approximately  $1,097,000,
proceeds from notes receivable of $2,000,000, loans from life insurance policies
of  approximately  $1,345,000  and proceeds  from the sale of its  subsidiary of
approximately $2,293,000. In addition, during June 2008, the Company implemented
a  restructuring  program,  including a reduction of its  workforce,  across the
board  salary   reductions,   elimination   of   manufacturing   facilities  and
restructuring of its diagnostic imaging management service business.


                       FONAR CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2009


NOTE 1 - DESCRIPTION OF BUSINESS AND LIQUIDITY AND CAPITAL RESOURCES

Liquidity and Going Concern (Continued)
---------------------------

The Company continues to focus its efforts on increased  marketing  campaigns to
strengthen the demand for its products and services. Management anticipates that
its capital  resources  will improve if Fonar's MRI scanner  products gain wider
market recognition and acceptance  resulting in increased product sales. Current
economic credit  conditions have contributed to a slowing business  environment.
Given such liquidity and credit constraints in the markets, the business has and
may  continue  to  suffer,  should the credit  markets  not  improve in the near
future. The direct impact of these conditions is not fully known. However, there
can be no assurance that the Company would be able to secure additional funds if
needed and that if such funds were  available,  whether the terms or  conditions
would be  acceptable  to the  Company.  In such case,  the further  reduction in
operating  expenses as well as  possible  sale of other  operating  subsidiaries
might need to be substantial in order for the Company to generate  positive cash
flow to sustain the operations of the Company.

The  accompanying  consolidated  financial  statements  have  been  prepared  in
accordance with accounting principles generally accepted in the United States of
America ("USGAAP") and assume that the Company will continue as a going concern.
These conditions raise substantial doubt about the Company's ability to continue
as a going concern.  The accompanying  consolidated  financial statements do not
include any adjustments that might result from the outcome of this uncertainty.



                      FONAR CORPORATION AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 JUNE 30, 2009


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation
---------------------------

The consolidated financial statements include the accounts of FONAR Corporation,
its majority and  wholly-owned  subsidiaries and  partnerships.  All significant
intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates
----------------

The  preparation of the  consolidated  financial  statements in conformity  with
accounting   principles   generally  accepted  in  the  United  States  requires
management to make estimates and assumptions that affect the reported amounts of
assets and  liabilities  and disclosure of contingent  assets and liabilities in
the  consolidated   financial   statements  and  accompanying  notes.  The  most
significant  estimates  relate to  accounts  receivable  allowances,  intangible
assets,  income taxes,  useful lives of property and  equipment,  contingencies,
revenue recognition and litigation. In addition, healthcare industry reforms and
reimbursement practices will continue to impact the Company's operations and the
determination of contractual and other allowance estimates. Actual results could
differ from those estimates.

Investment in Marketable Securities
-----------------------------------

The Company accounts for its investments using Statement of Financial Accounting
Standards  ("SFAS") No. 115,  "Accounting  for Certain  Investments  in Debt and
Equity  Securities"  ("SFAS No. 115").  This standard requires that certain debt
and equity  securities be adjusted to market value at the end of each accounting
period.  Unrealized  market value gains and losses are charged to  operations if
the securities  are traded for short-term  profit.  Otherwise,  such  unrealized
gains and losses are charged or credited to other comprehensive income (loss).

Management  determines the proper  classifications of investments in obligations
with fixed maturities and marketable  equity  securities at the time of purchase
and  re-evaluates  such  designations as of each balance sheet date. At June 30,
2009 and  2008,  all  securities  covered  by SFAS No.  115 were  designated  as
available  for sale.  Accordingly,  these  securities  are stated at fair market
value, with unrealized gains and losses reported in comprehensive income (loss).
Realized gains and losses on sales of  investments,  as determined on a specific
identification  basis,  are included in  investment  income in the  accompanying
consolidated statements of operations.

Inventories
-----------

Inventories  consist of purchased  parts,  components  and supplies,  as well as
work-in-process,  and are stated at the lower of cost  determined  on the first-
in, first-out method or market.



                       FONAR CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2009


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Property and Equipment
----------------------

Property and  equipment  procured in the normal  course of business is stated at
cost.  Property and equipment  purchased in connection  with an  acquisition  is
stated at its estimated fair value,  generally  based on an appraisal.  Property
and equipment is being depreciated for financial  accounting  purposes using the
straight-line method over the shorter of their estimated useful lives, generally
five to seven years,  or the term of a capital lease,  if applicable.  Leasehold
improvements  are being  amortized  over the  shorter of the useful  life or the
remaining lease term. Upon retirement or other disposition of these assets,  the
cost and related  accumulated  depreciation of these assets are removed from the
accounts  and the  resulting  gains or losses are  reflected  in the  results of
operations.  Expenditures for maintenance and repairs are charged to operations.
Renewals  and  betterments  are  capitalized.  Maintenance  and repair  expenses
totaled  approximately  $228,000  and $402,000 for the years ended June 30, 2009
and 2008, respectively.

Other Intangible Assets
-----------------------

1) Capitalized Software Development Costs

Capitalization  of software  development  costs begins upon the establishment of
technological feasibility.  Technological feasibility for the Company's computer
software is generally based upon  achievement of a detail program design free of
high risk  development  issues and the completion of research and development on
the  product  hardware  in  which  it  is  to  be  used.  The  establishment  of
technological  feasibility  and the  ongoing  assessment  of  recoverability  of
capitalized computer software development costs require considerable judgment by
management with respect to certain external factors,  including, but not limited
to,  technological  feasibility,  anticipated  future gross  revenue,  estimated
economic life and changes in software and hardware technology.

Amortization  of  capitalized  software  development  costs  commences  when the
related products become available for general release to customers. Amortization
is  provided  on a product by product  basis.  The  annual  amortization  is the
greater of the amount  computed  using (a) the ratio that current  gross revenue
for a product bear to the total of current and anticipated  future gross revenue
for that product,  or (b) the straight-line  method over the remaining estimated
economic life of the product.

The  Company  periodically  performs  reviews  of  the  recoverability  of  such
capitalized software development costs. At the time a determination is made that
capitalized  amounts are not recoverable based on the estimated cash flows to be
generated from the applicable  software,  any remaining  capitalized amounts are
written off.

2) Patents and Copyrights

Amortization is calculated on the straight-line basis over a period ranging from
15 to 17 years.



                       FONAR CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2009


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Long-Lived Assets
-----------------

The Company  periodically  assesses the  recoverability  of  long-lived  assets,
including property and equipment and intangibles,  when there are indications of
potential impairment,  based on estimates of undiscounted future cash flows. The
amount of impairment is calculated by comparing  anticipated  discounted  future
cash flows with the carrying  value of the related  asset.  In  performing  this
analysis,  management  considers such factors as current  results,  trends,  and
future prospects, in addition to other economic factors.

Revenue Recognition
-------------------

Revenue on sales  contracts  for  scanners,  included in "product  sales" in the
accompanying  consolidated  statements of  operations,  is recognized  under the
percentage-of-completion  method.  The Company  manufactures  its scanners under
specific   contracts  that  provide  for  progress   payments.   Production  and
installation  take  approximately   three  to  six  months.  The  percentage  of
completion  is  determined  by the ratio of costs  incurred to date on completed
sub-assemblies  to the total  estimated  cost for each scanner.  Contract  costs
include purchased parts and components,  direct labor and overhead. Revisions in
cost estimates and provisions for estimated losses on uncompleted contracts,  if
any,  are made in the period in which such  losses  are  determined.  The asset,
"Costs and Estimated  Earnings in Excess of Billings on Uncompleted  Contracts",
represents  revenues  recognized  in excess of amounts  billed.  The  liability,
"Billings in Excess of Costs and Estimated  Earnings on Uncompleted  Contracts",
represents amounts billed in excess of revenues recognized.

Revenue on scanner service contracts is recognized on the  straight-line  method
over the related contract period, usually one year.

Revenue from sales of other items is recognized upon shipment.

Revenue  under  management   contracts  is  recognized  based  upon  contractual
agreements  for  management  services  rendered by the Company  primarily  under
various  long-term  agreements with various medical providers (the "PCs"). As of
June 30, 2009, the Company has ten management  agreements of which four are with
PC's owned by Raymond V. Damadian,  M.D., President and Chairman of the Board of
FONAR ("the Related  medical  practices")  and six are with PC's,  which are all
located in the state of New York ("the New York PC's"),  owned by one  unrelated
radiologist.  The  contractual  fees for  services  rendered to the New York PCs
consists of fixed  monthly fees per  diagnostic  imaging  facility  ranging from
approximately $45,000 to $125,000. The contractual fees for services rendered to
the related medical practices are primarily calculated on activity based efforts
at pre-determined rates per unit of activity. All fees are re- negotiable at the
anniversary of the agreements and each year thereafter.



                       FONAR CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2009


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Research and Development Costs
------------------------------

Research and development costs are charged to expense as incurred.  The costs of
materials  and  equipment  that are  acquired or  constructed  for  research and
development activities, and have alternative future uses (either in research and
development,  marketing or production), are classified as property and equipment
and depreciated over their estimated useful lives.

Advertising Costs
-----------------

Advertising  costs are expensed as incurred.  Advertising  expense  approximated
$261,000  and   $1,293,000   for  the  years  ended  June  30,  2009  and  2008,
respectively.

Shipping Costs
--------------

The Company's  shipping and handling  costs are included  under costs related to
product sales.

Income Taxes
------------

Deferred  tax assets and  liabilities  are  determined  based on the  difference
between the  financial  statement  carrying  amounts and tax bases of assets and
liabilities  using  enacted  tax  rates in  effect  in the  years  in which  the
differences are expected to reverse.

Customer Advances
-----------------

Cash  advances and progress  payments  received on sales orders are reflected as
customer advances until such time as revenue recognition begins.

Minority Interest
-----------------

The Company records  adjustments to minority  interest for the allocable portion
of income or loss that the minority  interest  holders are  entitled  based upon
their portion of certain of the  subsidiaries  that they own.  Distributions  to
holders of minority  interests are adjusted to the respective  minority interest
holders' balance.

The Company suspends  allocation of losses to minority interest holders when the
minority  interest balance for a particular  minority interest holder is reduced
to zero.  Any excess loss above the minority  interest  holders'  balance is not
charged to minority interest as the minority interest holders have no obligation
to fund such losses.



                       FONAR CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2009


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Earnings (Loss) Per Share
-------------------------

Basic earnings  (loss) per share ("EPS") is computed  based on weighted  average
shares  outstanding  and excludes any potential  dilution.  In  accordance  with
Emerging  Issues Task Force ("EITF  03-6"),  "Participating  Securities  and the
Two-Class  Method under FASB Statement No. 128" ("EITF 03-6"),  the Company uses
the  two-class  method to calculate  the effect of the  Company's  participating
convertible  securities  on basic  EPS,  which  include  the Class A  Non-voting
Preferred  stock,  Class B common  stock and Class C common  stock,  and the if-
converted  method is used to calculate the effect of  participating  convertible
securities  on  diluted  EPS.  In  addition,  these  participating   convertible
securities  were not included in the computation of basic EPS for the year ended
June 30, 2008 because the  participating  securities  did not have a contractual
obligation  to share in the losses of the  Company.  For the year ended June 30,
2009, the Company used the Two-Class  method for calculating  basic earnings per
share and applied the if converted  method in calculating  diluted  earnings per
share.

Diluted EPS reflects the  potential  dilution from the exercise or conversion of
all dilutive  securities  into common stock based on the average market price of
common  shares  outstanding  during  the  period.  The  number of common  shares
potentially  issuable upon the exercise of options and warrants or conversion of
the participating convertible securities that were excluded from the diluted EPS
calculation,  because they are  antidilutive as a result of the net losses,  was
267,062 as of June 30,  2008.  For the year ended June 30,  2009,  the number of
common  shares  potentially  issuable  upon the  exercise of certain  options of
$96,014  have not been  included  in the  computation  of diluted  EPS since the
effect would be antidilutive.



                       FONAR CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2009


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Earnings (Loss) Per Share (Continued)
-------------------------
                                         June 30,                    June 30,
                                           2009                        2008
                            ----------------------------------      ----------
                                                      Class C
                                          Common      Common
Basic                         Total       Stock       Stock
--------------------------  ----------  ----------  ----------
Numerator:
 Net income (loss)
  available to common
   stockholders             $1,053,898   1,032,717     $21,181     $(13,508,367)
                            ==========  ==========  ==========     =============
Denominator:
 Weighted average
  shares  outstanding                    4,904,358     382,513        4,897,997
                                        ==========  ==========     =============
Basic income (loss) per
 common share available to
  common  stockholders                      $0.21       $0.06           $(2.76)
                                        ==========  ==========     =============

Diluted
----------------------
Denominator:
 Weighted average
   shares  outstanding       4,904,358                                4,897,997
Stock options                     -                                        -
Convertible C Stock            127,504                                     -
                            ----------                             -------------
Total Denominator for
 diluted earnings
 per share                   5,031,862                                4,897,997
                            ==========                             =============
Diluted income (loss)
 per common share available
 to  common  stockholders      $0.21                                  $(2.76)
                            ==========                             =============
Cash and Cash Equivalents
-------------------------

The Company considers  all short-term highly liquid investments with a maturity
of three months or less when purchased to be cash or cash equivalents.



                       FONAR CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30,2009

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Concentration of Credit Risk
----------------------------

Cash: The Company maintains its cash and cash equivalents with various financial
institutions, which exceed federally insured limits throughout the year. At June
30, 2009, the Company had cash on deposit of approximately $483,000 in excess of
federally insured limits of $250,000.

Related Parties:  Net revenues from related parties  accounted for approximately
8% and 11% of the  consolidated  net  revenues for the years ended June 30, 2009
and 2008, respectively.  Net management fee receivables from the related medical
practices  accounted for approximately 20% and 11% of the consolidated  accounts
receivable for the years ended June 30, 2009 and 2008, respectively.

Fair Value of Financial Instruments
-----------------------------------

The financial  statements  include various  estimated fair value  information at
June 30, 2009 and 2008,  as required  by SFAS No. 107,  "Disclosures  about Fair
Value  of  Financial  Instruments".  Such  information,  which  pertains  to the
Company's financial instruments,  is based on the requirements set forth in that
Statement  and does not purport to represent the aggregate net fair value to the
Company.

The following  methods and  assumptions  were used to estimate the fair value of
each class of financial instruments for which it is practicable to estimate that
value:

Cash and cash equivalents:  The carrying amount  approximates fair value because
of the short-term maturity of those instruments.

Accounts receivable and accounts payable:  The carrying amounts approximate fair
value because of the short maturity of those instruments.

Investments  and advances and notes to related medical  practices:  The carrying
amount  approximates fair value because the discounted present value of the cash
flow  generated by the related  parties  approximates  the carrying value of the
amounts due to the Company.

Long-term debt, notes payable and accounts payable: The carrying amounts of debt
and notes payable  approximate  fair value due to the length of the  maturities,
the interest rates being tied to market indices and/or due to the interest rates
not being significantly different from the current market rates available to the
Company.

All of the  Company's  financial  instruments  are held for purposes  other than
trading.



                       FONAR CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2009


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Accumulated Other Comprehensive Loss
------------------------------------

Accumulated other  comprehensive  loss generally  includes all changes in equity
during a period,  except those resulting from  investments by  stockholders  and
distributions to stockholders.

Recent Accounting Pronouncements
---------------------------------

In September,  2006, the Financial  Accounting  Standard  Board ("FASB")  issued
Statement  of  Financial  Accounting  Standards  ("SFAS")  No. 157,  "Fair Value
Measurements", ("SFAS 157"). This statement provides a single definition of fair
value, a framework for measuring fair value, and expanded disclosures concerning
fair value.  Previously,  different  definitions of fair value were contained in
various accounting  pronouncements  creating  inconsistencies in measurement and
disclosures.  SFAS 157 applies under those previously issued pronouncements that
prescribe  fair  value  as the  relevant  measure  of  value,  except  SFAS  No.
123(revised  2004),  "Share-Based  Payment",  and  related  interpretations  and
pronouncements  that require or permit measurement similar to fair value but are
not  intended to measure  fair value.  The Company  adopted  SFAS 157 on July 1,
2008, as required for its financial assets and financial  liabilities.  However,
the FASB issued FSP FAS No. 157-2, which deferred the effective date of SFAS 157
for one year as it relates to  liabilities  that are not recognized or disclosed
as  fair  value  on a  recurring  basis.  FSP FAS No.  157-2  will be  effective
beginning in fiscal 2010.  The adoption of SFAS 157 for the Company's  financial
assets  and  financial  liabilities  did  not  have  a  material  impact  on its
consolidated  financial  statements.  The Company is  evaluating  the effect the
implementation  of  SFAS  157  for  its  nonfinancial  assets  and  nonfinancial
liabilities will have on the Company's consolidated financial statements.

On February 15, 2007,  the FASB issued SFAS No. 159,  entitled  ``The Fair Value
Option for Financial  Assets and  Financial  Liabilities,''  ("SFAS  159").  The
guidance in SFAS 159 ``allows'' reporting entities to ``choose'' to measure many
financial  instruments  and certain  other items at fair  value.  The  objective
underlying the development of this literature is to improve financial  reporting
by providing  reporting  entities with the  opportunity to reduce  volatility in
reported  earnings that results from measuring  related  assets and  liabilities
differently without having to apply complex hedge accounting  provisions,  using
the guidance in SFAS No. 133, as amended,  entitled  ``Accounting for Derivative
Instruments  and  Hedging  Activities.''  The  provisions  of SFAS  No.  159 are
applicable  to all  reporting  entities and are effective as of the beginning of
the first fiscal year that begins  subsequent to November 15, 2007.  The Company
adopted SFAS 159  effective  July 1, 2008.  Upon  adoption,  the Company did not
elect the fair  value  option  for any items  within  the scope of SFAS 159 and,
therefore,  the  adoption  of SFAS 159 did not have an impact  on the  Company's
consolidated financial statements.



                       FONAR CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2009


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recent Accounting Pronouncements (Continued)
--------------------------------

In March  2007,  the FASB  ratified  the  Emerging  Issues  Task Force  ("EITF")
consensus on EITF Issue No. 06-10.  "Accounting for Collateral  Assignment Split
Dollar Life Insurance".  This EITF indicates that an employer should recognize a
liability for  postretirement  benefits related to collateral  assignment split-
dollar life insurance arrangements.  In addition, the EITF provides guidance for
the recognition of an asset related to a collateral assignment split-dollar life
insurance  arrangement.  The EITF is effective for fiscal years  beginning after
December 15,  2007.  The Company has adopted the EITF as required and it did not
have an impact on the Company's results of operations,  financial  condition and
liquidity.

In December 2007, the FASB issued SFAS No. 141R, "Business  Combinations" ("SFAS
141R"),  which  replaces  SFAS  No.  141,  "Business  Combinations".  SFAS  141R
establishes  principles  and  requirements  for  determining  how an  enterprise
recognizes  and  measures  the fair  value of  certain  assets  and  liabilities
acquired  in  a  business  combination,   including  noncontrolling   interests,
contingent  consideration,  and certain acquired  contingencies.  SFAS 141R also
requires  acquisition-related  transaction  expenses and restructuring  costs be
expensed as incurred  rather than  capitalized  as a component  of the  business
combination. SFAS 141R will be applicable prospectively to business combinations
for which the acquisition  date is on or after the beginning of the first annual
reporting  period  beginning on or after December 15, 2008. SFAS 141R would have
an impact on accounting for any businesses  acquired after the effective date of
this pronouncement.

In December  2007,  the FASB issued SFAS No. 160,  "Noncontrolling  Interests in
Consolidated  Financial  Statements - An Amendment of ARB No. 51" ("SFAS  160").
SFAS 160 establishes  accounting and reporting  standards for the noncontrolling
interest in a subsidiary  (previously referred to as minority  interests).  SFAS
160  also   requires   that  a  retained   noncontrolling   interest   upon  the
deconsolidation  of a subsidiary be initially  measured at its fair value.  Upon
adoption of SFAS 160, the Company will be required to report its  noncontrolling
interests as a separate component of stockholders' equity. The Company will also
be required to present net income allocable to the  noncontrolling  interest and
net income  attributable to the  stockholders  of the Company  separately in its
consolidated statements of income. Currently, minority interests are reported as
a liability in the Company's  consolidated balance sheets and the related income
attributable to the minority interests is reflected as an expense in arriving at
net loss.  SFAS 160 is effective for fiscal years,  and interim  periods  within
those fiscal years,  beginning on or after December 15, 2008.  SFAS 160 requires
retroactive  adoption  of  the  presentation  and  disclosure  requirements  for
existing minority interests. All other requirements of SFAS 160 shall be applied
prospectively.  The Company does not believe that  adopting SFAS 160 will have a
material impact on the Company's  financial  position,  results of operations or
cash flows.



                       FONAR CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2009


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recent Accounting Pronouncements (Continued)
--------------------------------

In October 2008, the FASB issued FASB Staff Position No. FAS 157-3, "Determining
the Fair  Value of a  Financial  Asset in a  Market  That Is Not  Active"  ("FSP
157-3"),  which  clarifies  the  application  of SFAS 157 when the  market for a
financial  asset  is  inactive.   Specifically,  FSP  157-3  clarifies  how  (1)
management's  internal  assumptions should be considered in measuring fair value
when observable data are not present,  (2) observable market information from an
inactive  market should be taken into account,  and (3) the use of broker quotes
or  pricing  services  should  be  considered  in  assessing  the  relevance  of
observable  and  unobservable  data to measure  fair value.  The guidance in FSP
157-3  is  effective  immediately  and did not  have a  material  impact  on the
Company's consolidated financial statements.

In June  2008,  the FASB  ratified  Emerging  Issue  Task  Force  ("EIFT)  07-5,
"Determining  Whether an  Instrument  (or an Embedded  Feature) is Indexed to an
Entity's Own Stock" ("EIFT 07-5).  EITF 07-5 provides  framework for determining
whether  an  instrument  is  indexed  to an  entity's  own  stock.  EIFT 07-5 is
effective for fiscal years  beginning  after  December 15, 2008.  The Company is
currently evaluating the impact of the adoption of EIFT 07-5 on its consolidated
financial position and results of operations.

In April 2009, the FASB issued FAS 107-1 and APB 28-1, Interim Disclosures about
Fair Value of Financial Instruments (FAS 107-1). SFAS 107-1 amends FASB No. 107,
Disclosures about Fair Value of Financial  Instruments,  to require  disclosures
about fair value of  financial  instruments  for  interim  reporting  periods of
publicly traded companies as well as in annual financial  statements.  SFAS also
amends APB  Opinion  No.  28,  Interim  Financial  Reporting,  to require  those
disclosures in summarized  financial  information at interim reporting  periods.
SFAS 107-1 is  effective  for interim  reporting  periods  ending after June 15,
2009. The adoption of this standard is not expected to have a material impact on
the Company's  consolidated  financial position,  results of operations and cash
flows.  The carrying value of our cash and cash  equivalents  approximates  fair
value because  these  instruments  have  original  maturities of three months or
less.



                       FONAR CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2009


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recent Accounting Pronouncements (Continued)
--------------------------------

In May 2009, the FASB issued SFAS No. 165, "Subsequent Events". ("SFAS No. 165")
This Statement  establishes  general standards of accounting for and disclosures
of  events  that  occur  after  the  balance  sheet  date but  before  financial
statements are issued or are available to be issued.  It requires the disclosure
of the date  through  which an entity has  evaluated  subsequent  events and the
basis for that date and is effective for interim and annual periods ending after
June 15, 2009.  The  adoption of SFAS No. 165 did not have a material  impact on
the Company's consolidated financial statements.

In June 2009,  the FASB  issued  SFAS No. 168,  "The FASB  Accounting  Standards
Codification  and the  Hierarchy of Generally  Accepted  Accounting  Principles"
("SFAS No. 168").  SFAS No. 168 will become the single  source of  authoritative
nongovernmental   U.S.  generally  accepted  accounting   principles   ("GAAP"),
superseding  existing FASB,  American  Institute of Certified Public Accountants
("AICPA"), EITF, and related accounting literature. SFAS No. 168 reorganizes the
thousand of GAAP  pronouncements  into roughly 90 accounting topics and displays
them using a consistent  structure.  Also  included is relevant  Securities  and
Exchange  Commission  guidance  organized  using the same  topical  structure in
separate  sections.  SFAS No. 168 will be  effective  for  financial  statements
issued  for  reporting  periods  that  end  after  September  15,  2009.  As the
codification was not intended to change or alter existing U.S. GAAP, it will not
have any impact on our consolidated  financial  position,  results of operations
and cash flows.

In April 2008, the FASB issued FSP FAS 142-3,  "Determination of the Useful Life
of Intangible  Assets" (FAS 142-3).  FAS 142-3 amends the factors that should be
considered in developing renewal or extension  assumptions used to determine the
useful  life of an  intangible  asset under SFAS No.  142,  "Goodwill  and Other
Intangibles"  (SFAS 142). FAS 142-3 aims to improve the consistency  between the
useful life of an intangible  asset as determined  under SFAS 142 and the period
of  expected  cash flows used to measure  the fair value of the asset under SFAS
No. 141, "Business  Combinations",  and other applicable accounting  literature.
FAS 142-3 will be effective  for  financial  statements  issued for fiscal years
beginning  after  December 15,  2008,  and interim  periods  within those fiscal
years. The adoption of this  pronouncement did not have a material impact on the
Company's consolidated financial statements.

In June 2009,  the FASB issued  SFAS No.  166,  ("SFAS  166"),  "Accounting  for
Transfers of Financial Assets - an amendment of FASB Statement No. 140, SFAS 166
requires additional disclosures concerning a transferor's continuing involvement
with  transferred  financial  assets.  SFAS  166  eliminates  the  concept  of a
"qualifying   special-purpose   entity"  and  changes   the   requirements   for
derecognizing financial assets. SFAS 166 is effective for fiscal years beginning
after November 15, 2009. The Company is currently evaluating the impact that the
adoption of SFAS No. 166 will have on its consolidated financial statements.



                       FONAR CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2009


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recent Accounting Pronouncements (Continued)
--------------------------------

In June 2009, the FASB issued SFAS No. 167,  "Amendments to FASB  Interpretation
("FIN") No.  46(R)," which  changes how a reporting  entity  determines  when an
entity that is  insufficiently  capitalized or is not controlled  through voting
(or similar  rights)  should be  consolidated.  The  determination  of whether a
reporting  entity is required to  consolidate  another entity is based on, among
other things,  the other entity's purpose and design and the reporting  entity's
ability to direct the  activities  of the other  entity that most  significantly
impact the other  entity's  economic  performance.  SFAS No. 167 will  require a
reporting entity to provide  additional  disclosures  about its involvement with
variable interest  entities and any significant  changes in risk exposure due to
that  involvement.  A reporting  entity  will be  required  to disclose  how its
involvement  with a variable  interest  entity  affects the  reporting  entity's
financial  statements.  SFAS 167 is effective for fiscal years  beginning  after
November 15, 2009, and interim periods within those fiscal years.  Management is
currently evaluating the requirements of SFAS No. 167 and has not yet determined
the impact on the Company's consolidated financial statements.

In September 2009, the EITF reached final consensus on a new revenue recognition
standard,  Issue No. 08-1,  "Revenue  Arrangements with Multiple  Deliverables",
(EIFT  08-1).  EITF 08-1  addresses  how to  determine  whether  an  arrangement
involving multiple deliverables  contains more than one unit of accounting,  and
how the arrangement  consideration  should be allocated among the separate units
of accounting. This Issue is effective for fiscal years beginning after June 15,
2010 and may be applied  retrospectively  or prospectively for new or materially
modified arrangements.  In addition, early adoption is permitted. The Company is
currently  evaluating  the  potential  impact of EITF  08-1 on its  consolidated
financial statements.

In September 2009, the EITF reached final consensus on a new revenue recognition
standard, Issue No. 09-3,  "Applicability of AICPA Statement of Position 97-2 to
Certain  Arrangements  That Contain  Software  Elements" (EITF 09- 3). EITF 09-3
amends  the  scope  of  AICPA  Statement  of  Position  97-2,  Software  Revenue
Recognition to exclude tangible products that include software and non- software
components   that  function   together  to  deliver  the   product's   essential
functionality.  This Issue shall be applied on a  prospective  basis for revenue
arrangements entered into or materially modified in fiscal years beginning on or
after June 15, 2010.  Earlier  application is permitted as of the beginning of a
company's  fiscal year provided the company has not previously  issued financial
statements  for any period  within  that year.  An entity  shall not elect early
application of this Issue unless it also elects early application of Issue 08-1.
The Company is currently  evaluating  the  potential  impact of EITF 09-3 on its
consolidated financial statements.



                       FONAR CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2009


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Reclassifications
-----------------

Certain prior year amounts have been reclassified to conform to the current year
presentation.  The  reclassifications  did not have any effect on  reported  net
losses for any periods presented.

NOTE 3 - MEDICAL RECEIVABLES

The  Company  was  assigned  medical  receivables  valued  at  $11,775,000,   in
connection with the  satisfaction  of the management  fees and termination  fees
related to a  Termination  and  Replacement  Agreement  dated May 23, 2005.  The
balance of the net medical receivables as of June 30, 2009 and 2008 was $374,225
and  $1,227,858,  respectively.  As of June 30,  2009 and  June  30,  2008,  the
Company's  allowance  for doubtful  accounts  totaled  $1,343,500  and $769,000,
respectively, on these receivables.


NOTE 4 - MARKETABLE SECURITIES

The following is a summary of marketable securities at June 30, 2009 and 2008:


                                       June 30, 2009
                         -----------------------------------------
                                         Unrealized    Fair Market
                             Cost          Loss          Value
                         ------------   -----------   ------------
Equities - other         $    43,647    $  (20,995)   $    22,652
                         ------------   -----------   ------------
                         $    43,647    $ ( 20,995)   $    22,652
                         ============   ===========   ============


                                       June 30, 2008
                         -----------------------------------------
                                         Unrealized    Fair Market
                             Cost          Loss          Value
                         ------------   -----------   ------------
Corporate and government
  agency bonds           $ 1,100,000    $ ( 59,915)   $ 1,040,085
Equities - other              40,891      ( 12,808)        28,083
                         ------------   -----------    -----------
                         $ 1,140,891    $ ( 72,723)   $ 1,068,168
                         ============   ===========    ===========

All marketable securities are deemed to be available for sale.



                       FONAR CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2009


NOTE 5 - MANAGEMENT FEE RECEIVABLE AND ACCOUNTS RECEIVABLE

The Company's customers are concentrated in the healthcare industry.

Management Fee Receivable
-------------------------

The  Company's  receivables  from  the  related  and  non-related   professional
corporations ("PCs") substantially consists of fees outstanding under management
agreements.  Payment of the  outstanding  fees is dependent on collection by the
PCs of fees from third party medical  reimbursement  organizations,  principally
insurance companies and health management organizations.

Collection by the Company of its management fee  receivables  may be impaired by
the  uncollectibility  of  the  PCs'  medical  fees  from  third  party  payors,
particularly   insurance  carriers  covering  automobile  no-fault  and  workers
compensation  claims due to longer  payment  cycles and  rigorous  informational
requirements and certain other  disallowed  claims.  Approximately  46% and 44%,
respectively,  of the PCs' 2009 and 2008 net revenues were derived from no-fault
and personal injury  protection  claims.  The Company considers the aging of its
accounts receivable in determining the amount of allowance for doubtful accounts
and contractual  allowances.  The Company  generally takes all legally available
steps to collect its receivables.  Credit losses associated with the receivables
are provided for in the consolidated  financial statements and have historically
been within management's expectations.

Net  revenues  from  management  and other fees  charged to the related  medical
practices  accounted  for  approximately  7% and 10%,  of the  consolidated  net
revenues for the years ended June 30, 2009 and 2008, respectively.

Commencing with June 2008, the Company hired Health Diagnostics, LLC, to perform
all  billing  and  collection  procedures  related to the  Company's  diagnostic
imaging facilities. The Company agreed to pay 6% of all adjusted collections for
these  services.  Amounts  charged to HMCA during the fiscal year ended June 30,
2009 under this  agreement  totaled  $880,848.  HMCA  terminated the billing and
collection agreement as of April 30, 2009.

Effective June 30, 2009,  Tallahassee  Magnetic Resonance Imaging,  PA, Stand Up
MRI of Boca Raton,  PA and Stand Up MRI &  Diagnostic  Center,  PA (all  related
medical  practices)  entered in a guaranty  for all  management  fees which were
indebted to the Company. Each entity will jointly and severally guarantee to the
Company all payments due to the Company which have arisen under each  individual
management agreement.



                       FONAR CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2009


NOTE 5 - MANAGEMENT FEE RECEIVABLE AND ACCOUNTS RECEIVABLE (Continued)

Management Fee Receivable (Continued)
-------------------------

Unaudited Financial Information of Unconsolidated Managed Medical Practices
---------------------------------------------------------------------------

Audited  financial  information  related  to  the  unconsolidated   related  and
unrelated  PCs,  which  the  Company  provides  management  services  to, is not
available.  Substantially all of these medical  practices' books and records are
maintained on a cash basis,  their assets are  depreciated on an accelerated tax
basis and have a December 31st year end.

Summarized unaudited income statement data for the years ended December 31, 2008
and 2007 related to the unconsolidated  medical practices managed by the Company
are as follows:

                                 (000's omitted)

                                  2008      2007
                                --------  --------
Patient Revenue - Net           $15,869   $16,490
                                ========  ========
Loss from
  Operations (Income Tax
  - Cash Basis)                 $  (783)  $   (385)
                                ========  =========
Net (Loss) Income
(Income Tax - Cash Basis)
                                $  (872)  $    131
                                ========  =========



                       FONAR CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2009


NOTE 5 - MANAGEMENT FEE RECEIVABLE AND ACCOUNTS RECEIVABLE (Continued)

Accounts Receivable
-------------------

Credit risk with respect to the Company's accounts receivable related to product
sales and  service  and repair  fees is  limited  due to the  customer  advances
received prior to the  commencement of work performed and the billing of amounts
to customers as sub-assemblies are completed. Service and repair fees are billed
on a monthly or  quarterly  basis and the Company  does not  continue  providing
these  services if accounts  receivable  become past due.  The Company  controls
credit risk with  respect to accounts  receivable  from  service and repair fees
through its credit evaluation process, credit limits,  monitoring procedures and
reasonably  short   collection   terms.  The  Company  performs  ongoing  credit
authorizations  before a product  sales  contract is entered into or service and
repair fees are provided.


NOTE 6 - COSTS AND  ESTIMATED  EARNINGS ON  UNCOMPLETED  CONTRACTS  AND CUSTOMER
     ADVANCES

1)   Information relating to uncompleted  contracts as of June 30, 2009 and 2008
     is as follows:

                                     As of June 30,
                               ----------------------------
                                   2009           2008
                               ------------    ------------
Costs incurred on uncompleted
  Contracts                    $10,140,938     $ 4,031,388
Estimated earnings               7,349,914       1,297,111

                                17,490,852       5,328,499
Less: Billings to date          18,041,587      11,095,500
                               ------------    ------------
                               $(  550,735)    $(5,767,001)
                               ============    ============



                       FONAR CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2009


NOTE 6 - COSTS AND  ESTIMATED  EARNINGS ON  UNCOMPLETED  CONTRACTS  AND CUSTOMER
     ADVANCES (Continued)

Included  in  the  accompanying consolidated balance sheets under the following
captions:

                                      As of June 30,
                               ----------------------------
                                   2009            2008
                               ------------    ------------
Costs and estimated earnings
  in excess of billings on
  uncompleted contracts        $ 1,475,706     $     6,285
Less:  Billings in excess
  of costs and estimated
  earnings on uncompleted
  contracts                      2,026,441       5,773,286
                               ------------    ------------
                               $(  550,735)    $(5,767,001)
                               ============    ============

2)  Customer advances consist of the following:

                                      As of June 30, 2009
                             -------------------------------------
                                            Related
                                Total       Parties       Other
                             -----------  -----------  -----------
Total advances               $27,279,508  $      -     $27,279,508
Less: Advances on contracts
        under construction    18,041,587         -      18,041,587
                             -----------  -----------  -----------
                             $ 9,237,921  $      -     $ 9,237,921
                             ===========  ===========  ===========


                                       As of June 30, 2008
                             -------------------------------------
                                            Related
                                Total       Parties       Other
                             -----------  -----------  -----------
Total advances               $25,371,811  $      -     $25,371,811
Less: Advances on contracts
        under construction    11,095,500        -      11,095,500
                             -----------  -----------  -----------
                             $14,276,311  $      -     $14,276,311
                             ===========  ===========  ===========



                       FONAR CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2009

NOTE 7 - INVENTORIES

Inventories included  in  the  accompanying consolidated balance sheets consist
of:

                                      As of June 30,
                               ----------------------------
                                   2009            2008
                               ------------    ------------
Purchased parts, components
and supplies                   $ 2,065,528     $ 1,847,381
Work-in-process                  1,106,869       1,408,534
                               ------------    ------------
                               $ 3,172,397     $ 3,255,915
                               ============    ============


NOTE 8 - PROPERTY AND EQUIPMENT

Property and equipment, at cost, less accumulated depreciation and amortization,
at June 30, 2009 and 2008, is comprised of:

                                      As of June 30,
                               ----------------------------
                                   2009            2008
                               ------------    ------------
Diagnostic equipment under
  capital leases               $   633,675     $   780,150
Diagnostic equipment             2,878,528       2,783,397
Research, development and
  Demonstration equipment        9,605,961       9,605,961
Machinery and equipment          3,583,929       3,582,539
Furniture and fixtures           2,066,833       2,164,373
Equipment under capital leases   1,504,123       1,504,123
Leasehold improvements           4,981,658       5,201,350
Building                           939,614         939,614
                               ------------    ------------
                                26,194,321      26,561,507
Less: Accumulated depreciation
        and amortization        23,301,941      22,628,974
                               ------------    ------------
                               $ 2,892,380     $ 3,932,533
                               ============    ============

Depreciation and amortization of property and equipment for the years ended June
30, 2009 and 2008 was $1,067,496 and $1,570,453, respectively.

Equipment  under capital leases has a net book value of $135,597 and $295,073 at
June 30, 2009 and 2008, respectively.



                       FONAR CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2009


NOTE 9 - OTHER INTANGIBLE ASSETS

Other intangible assets, net of accumulated  amortization, at June 30, 2009 and
2008 are comprised of:

                                      As of June 30,
                               ----------------------------
                                   2009            2008
                               ------------    ------------
Capitalized software
  development costs             $6,098,057      $5,606,350
Patents and copyrights           4,170,892       3,885,919
                               ------------    ------------
                                10,268,949       9,492,269
Less: Accumulated amortization   5,348,708       4,682,705
                               ------------    ------------
                                $4,920,241      $4,809,564
                               ============    ============

Information  related to the above intangible assets for the years ended June 30,
2009 and 2008 is as follows:

                                   2009            2008
                               ------------    ------------
Balance - Beginning of Year     $4,809,564      $5,345,445

Amounts capitalized                823,007         687,258

Abandon patents written off        (46,327)           -

Amortization                      (666,003)     (1,223,139)
                               ------------    ------------
Balance - End of Year           $4,920,241      $4,809,564
                               ============    ============

Amortization  of patents  and  copyrights  for the years ended June 30, 2009 and
2008 amounted to $147,530 and $592,059,  respectively. The Company also recorded
a write off of abandon  patents in the amount of $46,327 for the year ended June
30, 2009.

Amortization of capitalized  software development costs for the years ended June
30, 2009 and 2008 was $518,473 and $631,080, respectively.



                       FONAR CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2009


NOTE 9 - OTHER INTANGIBLE ASSETS (Continued)

The estimated  amortization of patents and copyrights and  capitalized  software
development costs for the five years ending June 30, 2014 is as follows:

                                                        Capitalized
                                                         Software
             For the Years                 Patents and  Development
            Ending June 30,      Total     Copyrights      Costs
            ---------------   ----------   -----------  -----------
                 2010         $  642,569   $  133,716   $  508,853
                 2011            598,897      139,145      459,752
                 2012            527,667      150,808      376,859
                 2013            469,798      166,942      302,856
                 2014            416,120      175,009      241,111
              Thereafter       2,265,190    1,955,842      309,348
                              ----------   ----------   ----------
                              $4,920,241   $2,721,462   $2,198,779
                              ==========   ==========   ==========


The weighted  average  amortization  period for other  intangible  assets is 9.4
years and has no expected residual value.



                       FONAR CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2009


NOTE 10 - NOTES RECEIVABLE

Notes receivable as of June 30, 2009 and 2008 consist of the following:

                               June 30, 2009   June 30, 2008
                               -------------   -------------
Note Receivable - Sale of
 assets (a)                    $  2,037,100    $  4,484,674
Note Receivable - (b)                65,000          65,000
Note Receivable - (c)               259,460         334,276
                               -------------   -------------

Total Notes Receivable            2,361,560       4,883,950

Discount of note receivable            -            (14,084)

Allowance                           (65,000)        (65,000)
                               -------------   -------------
Net Notes Receivable           $  2,296,560    $  4,804,866
                               =============   =============
Current Portion                $    517,934    $  2,508,306
Long-Term Portion              $  1,778,626    $  2,296,560

a) On August 8, 2008, the Company  signed a modification  agreement with regards
to the Asset  Purchase  Agreement  with  Health  Plus.  Under  the  modification
agreement Health Plus made a $2,000,000 principal payment on the promissory note
in exchange for a discount on the original note of $1,000,000.

The original  promissory note ("Note") was modified to $2,378,130  payable in 60
consecutive  months in equal  installments of principal and interest of $47,090.
The  Note is  secured  by a first  lien on all of the  assets  of  Health  Plus,
including its accounts receivable and is subject to prepayment provisions to the
extent  Health Plus  resells all or part of the assets and  business or utilizes
the assets sold as  collateral  in any debt  financing.  The Note  provides  for
interest  at 7% per annum.  The Company  recorded a charge to  earnings  for the
discount on the Note of $658,351 during the quarter ended June 30, 2008.

b) This note  receivable  represents a note due from a customer for the purchase
of a system.  The note is payable  over two years.  The Company has an allowance
for doubtful accounts of $65,000 as of June 30, 2009 and 2008 on this note.

c) This note  receivable  represents a note due from a customer for the purchase
of an Upright MRI system.  The note is payable in 48  consecutive  equal monthly
payments of principal and interest of $8,426.



                       FONAR CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2009


NOTE 11 - CAPITAL STOCK

Common Stock
------------

Cash  dividends  payable on the common  stock shall,  in all cases,  be on a per
share basis,  one hundred twenty percent (120%) of the cash dividend  payable on
shares of Class B common stock and three  hundred  sixty  percent  (360%) of the
cash dividend payable on a share of Class C common stock.


Class B Common Stock
--------------------

Class B common  stock is  convertible  into shares of common stock on a one-for-
one basis.  Class B common stock has 10 votes per share.  There were 158 of such
shares outstanding at June 30, 2009 and 2008.

Class C Common Stock
--------------------

On April 3, 1995, the  stockholders  ratified a proposal  creating a new Class C
common stock and  authorized  the  exchange  offering of three shares of Class C
common stock for each share of the Company's  outstanding  Class B common stock.
The Class C common  stock has 25 votes per share,  as  compared  to 10 votes per
share for the Class B common stock and one vote per share for the common  stock.
The Class C common stock was offered on a three-for-one  basis to the holders of
the Class B common stock.  Although  having greater voting power,  each share of
Class C common  stock  has only  one-third  of the  rights of a share of Class B
common stock to dividends and distributions. Class C common stock is convertible
into shares of common stock on a three-for-one basis.

Class A Non-Voting Preferred Stock
----------------------------------

On April 3,  1995,  the  stockholders  ratified  a  proposal  consisting  of the
creation  of a new class of Class A  non-voting  preferred  stock  with  special
dividend rights and the declaration of a stock dividend on the Company's  common
stock  consisting of one share of Class A non-voting  preferred  stock for every
five shares of common stock. The stock dividend was payable to holders of common
stock on October 20, 1995. Class A non-voting preferred stock issued pursuant to
such stock dividend approximates 313,000 shares.

The Class A non-voting  preferred stock is entitled to a special  dividend equal
to 3-1/4% of first $10 million, 4-1/2% of next $20 million and 5-1/2% on amounts
in excess  of $30  million  of the  amount  of any cash  awards  or  settlements
received  by the  Company  in  connection  with the  enforcement  of five of the
Company's  patents in its patent  lawsuits,  less the revised  special  dividend
payable on the common stock with respect to one of the Company's patents.



                     FONAR CORPORATION AND SUBSIDIARIES
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                JUNE 30, 2009


NOTE 11 - CAPITAL STOCK (Continued)

Class A Non-Voting Preferred Stock (Continued)
----------------------------------

The Class A non-voting  preferred stock participates on an equal per share basis
with the common  stock in any  dividends  declared  and ranks  equally  with the
common stock on  distribution  rights,  liquidation  rights and other rights and
preferences (other than the voting rights).


Options
-------

The Company has stock option plans,  which provide for the awarding of incentive
and non-qualified stock options to employees,  directors and consultants who may
contribute  to the  success of the  Company.  The  options  granted  vest either
immediately  or ratably over a period of time from the date of grant,  typically
three or four  years,  at a price  determined  by the  Board of  Directors  or a
committee of the Board of  Directors,  generally the fair value of the Company's
common  stock at the date of grant.  The options  must be  exercised  within ten
years from the date of grant.

FONAR's 1993  Incentive  Stock  Option Plan (the "FONAR 1993 Plan"),  adopted on
March 26, 1993, was intended to qualify as an incentive  stock option plan under
Section 422A of the Internal  Revenue Code of 1954,  as amended.  The FONAR 1993
Plan  permitted  the issuance of stock  options  covering an aggregate of 60,000
shares of common  stock of FONAR.  The FONAR 1993 Plan  terminated  on March 25,
2003. No options to purchase shares of common stock remained available for grant
under the FONAR  1993 Plan at that time.  During  the year ended June 30,  2008,
2,360 options  expired,  therefore,  there are no options that were issued under
the FONAR 1993 Plan that remain outstanding.

FONAR's 1997 Nonstatutory Stock Option Plan, adopted on May 9, 1997, permits the
issuance of stock  options  covering an  aggregate  of 200,000  shares of common
stock of FONAR. The options may be issued at such prices and upon such terms and
conditions as are determined by FONAR.  The 1997 Plan terminated on May 8, 2007.
During the year ended June 30, 2009, 1,105 options were forfeited,  therefore of
the options granted under this plan 77,062 remain outstanding.



                       FONAR CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2009


NOTE 11 - CAPITAL STOCK (Continued)

Options (Continued)
-------

FONAR's 2002  Incentive  Stock  Option Plan (the "FONAR 2002 Plan"),  adopted on
July 1, 2002,  is intended to qualify as an  incentive  stock  option plan under
Section 422A of the Internal  Revenue Code of 1954,  as amended.  The FONAR 2002
Plan  permits the  issuance of stock  options  covering an  aggregate of 100,000
shares of common stock of FONAR. The options have an exercise price equal to the
fair market value of the underlying stock on the date the option is granted, are
nontransferable, are exercisable for a period not exceeding ten years and expire
upon the voluntary termination of employment. The FONAR 2002 Plan will terminate
on June 30, 2012.  As of June 30,  2009,  options to purchase  50,943  shares of
common stock of FONAR were  available  for future grant under this plan.  During
the year ended June 30,  2009,  283 options  were  forfeited,  therefore  18,952
shares remain outstanding.

FONAR's 2005  Incentive  Stock  Option Plan (the "FONAR 2005 Plan"),  adopted on
February  16,  2005,  is intended to qualify as an  incentive  stock option plan
under Section 422A of the Internal  Revenue Code of 1954, as amended.  The FONAR
2005 Plan permits the issuance of stock options  covering an aggregate of 80,000
shares of common stock of FONAR. The options have an exercise price equal to the
fair market value of the underlying stock on the date the option is granted, are
non-transferable,  are  exercisable  for a period not exceeding  ten years,  and
expire upon the voluntary  termination of  employment.  The FONAR 2005 Plan will
terminate  on February 14, 2015.  As of June 30, 2009,  80,000  shares of common
stock of FONAR were available for future grant under this Plan.



                    FONAR CORPORATION AND SUBSIDIARIES
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                JUNE 30, 2009

NOTE 11 - CAPITAL STOCK (Continued)

Options (Continued)
-------
Stock option  activity  and  weighted average exercise prices under these plans
and grants for the years ended June 30, 2009 and 2008 were as follows:

                                             Weighted
                                             Average    Aggregate
                               Number of     Exercise   Intrinsic
                                Options       Price       Value
                               ----------   ---------   --------
Outstanding, June 30, 2007        109,270     30.55        -
Granted                                 -       -          -
Exercised                               -       -          -
Forfeited / Expired              ( 11,869)    29.70        -
                                ---------     -----
Outstanding, June 30, 2008         97,401     30.66        -
Granted                                 -       -          -
Exercised                               -       -          -
Forfeited                        (  1,387)    28.77        -
                                ---------     -----
Outstanding, June 30, 2009         96,014     30.69        -
                                =========     =====

Exercisable at:
  June 30, 2008                    97,401    $30.66
  June 30, 2009                    96,014    $30.69



The range of exercise prices for options  outstanding as of June 30, 2009 was as
follows:

                                                 Weighted
                                                 Average
                                Number of        Remaining
                                 Options        Contractual
Range of Exercise Price        Outstandings    Life in Year
-----------------------        ------------    ------------
$18.75 - $28.13                    67,887          1.9
$29.00 - $42.18                    20,352          2.8
$46.88                              7,775          2.1
                               ------------
                                   96,014
                               ============



                       FONAR CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2009


NOTE 11 - CAPITAL STOCK (Continued)

Options (Continued)
-------

HMCA Stock Options
------------------

Stock option share activity and weighted  average exercise prices under the HMCA
stock  option  plans  for the two  years  ended  June 30,  2009 and 2008 were as
follows:

                                             Weighted
                                             Average    Aggregate
                               Number of     Exercise   Intrinsic
                                Options       Price       Value
                               ----------   ---------   --------
Outstanding, June 30, 2007       660,000       $1.00        -

Forfeited                           -                       -
                               ----------   ---------
Outstanding, June 30, 2008       660,000       $1.00        -

Expired                         (660,000)                   -
                               ----------   ---------
Outstanding, June 30, 2009          -            -          -
                               ==========   =========
          Exercisable at:
            June 30, 2008           -
            June 30, 2009           -

Stock Bonus Plans
-----------------

On August 9, 2007,  the Company  filed a  registration  statement on Form S-8 to
register  100,000  shares under  FONAR's  2007 Stock Bonus Plan.  As of June 30,
2009,  67,932  shares of common stock of FONAR were  available  for future grant
under this plan.

Warrants
--------

On May 24,  2009,  warrants  of 42,000  shares of common  stock with an exercise
price of $19.75 expired and no warrants remain outstanding.



                       FONAR CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2009


NOTE 12 - LONG-TERM DEBT, NOTES PAYABLE AND CAPITAL LEASES

Long-term debt, notes payable and capital leases consist of the following:
                                                               June 30,
                                                        ------------------------
                                                           2009         2008
                                                        -----------  -----------

Capital lease  requiring  monthly  payments of $13,623,
including  interest  at a  rate  of  10.51%  per  annum
through July 2010.  The loan is  collateralized  by the
related equipment.                                       $ 254,989    $ 315,545

Capital  lease  requiring  monthly  payments of $2,997,
including interest at a rate of 8.36% per annum through
October 2008. The loan is collateralized by the related
equipment.                                                    -          11,704

Note payable  requiring monthly payments of interest at
a  rate  of 7%  until  May  2009  followed  by  monthly
payments of $3,908 through May 2026. A final payment of
$535,684  will  be due on May  29,  2026.  The  loan is
collateralized by the related building.                    535,684      532,805

Note  payable  requiring  monthly  payments  of $8,325,
including  interest  at a  rate  of  10.00%  per  annum
through April 2012. The loan is from a related party.      239,685         -

Other  (including   capital  leases  for  property  and    246,032      269,644
equipment).                                             -----------  -----------
                                                         1,276,390    1,129,698
 Less: Current portion                                     357,003      372,722
                                                        -----------  -----------
                                                         $ 919,387    $ 756,976
                                                        ===========  ===========

The maturities of long-term debt over the next three years are as follows:

                         Years Ending
                           June 30,
                         ------------
                             2010         $  357,003
                             2011            242,700
                             2012            141,003
                             2013               -
                             2014               -
                             Thereafter      535,684
                                          ----------
                                          $1,276,390
                                          ==========



                      FONAR CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2009


NOTE 13 - INCOME TAXES

Effective   January  1,  2007,  the  Company  adopted  the  provisions  of  FASB
Interpretation   No.  48,   "Accounting   for  Uncertainty  in  Income  Taxes-an
interpretation  of FASB  Statement  No.  109"  (FIN  48).  FIN 48  prescribes  a
recognition  threshold and a measurement  attribute for the financial  statement
recognition  and measurement of tax positions taken or expected to be taken in a
corporate tax return.  For those benefits to be recognized,  a tax position must
be  more-likely-than-not to be sustained upon examination by taxing authorities.
Differences  between tax positions taken or expected to be taken in a tax return
and the benefit  recognized  and  measured  pursuant to the  interpretation  are
referred to as "unrecognized  benefits". A liability is recognized (or amount of
net operating loss  carryforward  or amount of tax refundable is reduced) for an
unrecognized tax benefit because it represents an enterprise's  potential future
obligation to the taxing authority for a tax position that was not recognized as
a result of applying the provisions of FIN 48.

In accordance with FIN 48,  interest costs related to unrecognized  tax benefits
are  required  to be  calculated  (if  applicable)  and would be  classified  as
"Interest  expense,  net".  Penalties  if  incurred  would  be  recognized  as a
component of "Selling, general and administrative" expenses.

The Company files  corporate  income tax returns in the United States  (federal)
and in various state and local jurisdictions.  In most instances, the Company is
no longer  subject to federal,  state and local income tax  examinations  by tax
authorities for years prior to 2004.

The adoption of the  provisions of FIN 48 did not have a material  impact on the
Company's  consolidated  financial position and results of operations.  Upon the
adoption and as of June 30, 2009, no liability for unrecognized tax benefits was
required  to be  recorded.  The  Company  does not expect its  unrecognized  tax
benefit position to change during the next 12 months.

The  Company  recognized  a deferred  tax asset of $876,868  and a deferred  tax
liability of $876,868 as of June 30, 2009,  primarily  relating to net operating
loss  carryforwards  of  approximately  $164,465,000  available to offset future
taxable income  through 2029.  The net operating  losses begin to expire in 2012
for federal tax purposes and in 2012 for state income tax purposes.

The ultimate  realization  of deferred tax assets is dependent on the generation
of future taxable income during the periods in which those temporary differences
become deductible. The Company considers projected future taxable income and tax
planning strategies in making this assessment.  At present, the Company does not
have a sufficient history of income to conclude that it is  more-likely-than-not
that the  Company  will be able to realize  all of its tax  benefits in the near
future and therefore a valuation allowance was established for the full value of
the deferred tax asset.

A valuation  allowance will be maintained  until  sufficient  positive  evidence
exists to support the  reversal of any portion or all of the  valuation.  Should
the Company become  profitable in future periods with  supportable  trends,  the
valuation allowance will be reversed accordingly.



                     FONAR CORPORATION AND SUBSIDIARIES
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                JUNE 30, 2009

NOTE 13 - INCOME TAXES (Continued)

Components  of the  current  provision  (benefit  from) for income  taxes are as
follows:

                              Years Ended June 30,
                             ----------------------
                                2009        2008
                             ----------  ----------

                    Current:
                      Federal$     -     $     -
                      State     35,931     ( 6,940)
                             ----------  ----------
                             $  35,931   $ ( 6,940)
                             ==========  ==========


A  reconciliation  of the  federal  statutory  income tax rate to the  Company's
effective tax rate as reported is as follows:

                                        Years Ended June 30,
                                       ----------------------
                                          2009        2008
                                       ----------  ----------
Taxes at federal statutory rate           34.0%      (34.0)%
State and local income taxes
  (benefit), net of federal benefit        6.0         0.0
Permanent differences                      4.1         0.9
(Decrease) increase in the valuation
  allowance and true ups                 (41.0)       33.1
                                       ----------  ----------
Effective income tax rate                  3.1%        0.0%
                                       ==========  ==========

As of June 30, 2009, the Company has net operating loss ("NOL") carryforwards of
approximately  $164,465,000  that will be  available  to offset  future  taxable
income.  The  utilization  of certain of the NOLs is limited by separate  return
limitation year rules pursuant to Section 1502 of the Internal Revenue Code. The
expiration dates of NOL carryforwards are as follows:

                         June 30,
                         --------
                           2012      $  3,953,000
                           2013           845,000
                           2019        15,801,000
                           2020        18,718,000
                           2021        19,657,000
                           2022        19,667,000
                           2023        16,114,000
                           2024         9,257,000
                           2025            44,000
                           2026        27,001,000
                           2027        22,698,000
                           2028        10,710,000
                                     ------------
                                     $164,465,000
                                     ============



                       FONAR CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2009


NOTE 13 - INCOME TAXES (Continued)

The Company has, for federal income tax purposes,  research and  development tax
credit carryforwards  aggregating $4,059,401,  which are accounted for under the
flow-through method. The tax credit carryforwards expire as follows:

                         June 30,
                         --------
                           2012      $   70,145
                           2013         402,590
                           2019         432,195
                           2020         378,193
                           2021         448,221
                           2022         441,865
                           2023         444,970
                           2024         440,499
                           2025         285,564
                           2026         245,053
                           2027          62,208
                           2028         290,090
                           2029         117,808
                                     ----------
                                     $4,059,401
                                     ==========

In addition,  for New York State income tax purposes, the Company has tax credit
carryforwards,  aggregating  approximately  $1,117,000,  which are accounted for
under the flow-through  method. The tax credit  carryforwards  expire during the
years ending June 30, 2012 to June 30, 2029.



                       FONAR CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2009


NOTE 13 - INCOME TAXES (Continued)

Significant  components of the Company's  deferred tax assets and liabilities at
June 30, 2009 and 2008 are as follows:

                                                             June 30,
                                                    --------------------------
                                                        2009          2008
                                                    ------------  ------------
Deferred tax assets:
  Allowance for doubtful accounts                   $ 4,111,445   $ 3,596,865
  Non-deductible accruals                               233,338       383,359
  Net operating carryforwards                        65,789,317    66,518,124
  Tax credits                                         5,176,360     4,970,084
  Inventory capitalization for tax purposes              39,320       113,101
  Property and equipment and depreciation             1,315,706     1,217,280
  Other                                                   3,600         4,500
                                                    ------------  ------------
                                                     76,669,086    76,803,313
Valuation allowance                                 (75,792,218)  (75,915,772)
                                                    ------------  ------------
Net deferred tax assets                                 876,868       887,541
                                                    ------------  ------------

Deferred tax liabilities:
  Capitalized software development costs               (876,868)     (887,541)
                                                    ------------  ------------
Gross deferred tax liabilities                         (876,868)   (  887,541)
                                                    ------------  ------------
Net deferred tax liabilities                        $      -      $      -
                                                    ============  ============



The net change in the valuation  allowance for deferred tax assets  decreased by
approximately  $124,000  during the year ended June 30,  2009 and  increased  by
approximately $4,923,000 during the year ended June 30, 2008.



                       FONAR CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2009

NOTE 14 - OTHER CURRENT LIABILITIES

Included in other current liabilities are the following:

                                                     June 30,
                                            --------------------------
                                               2009           2008
                                            ------------  ------------
       Royalties                            $   622,780    $  622,780
       Accrued salaries, commissions and
         payroll taxes                          882,038       900,934
       Accrued interest                         901,286       876,389
       Litigation accruals                      193,349       193,349
       Sales tax payable                      2,433,773     2,543,795
       Legal and other professional fees        674,501       633,659
       Accounting fees                          480,000       502,594
       Insurance premiums                        30,336       409,928
       Penalty - Sales tax                      682,500       632,500
       Penalty - 401k plan                      250,000       250,000
       Purchase scanner                         440,000          -
       Other                                    869,479       750,335
                                            ------------  ------------
                                            $ 8,460,042   $ 8,316,263
                                            ============  ============


NOTE 15 - COMMITMENTS AND CONTINGENCIES

Leases
------

The Company rents its operating  facilities and certain  equipment,  pursuant to
operating lease agreements  expiring at various dates through December 2013. The
leases for certain  facilities  contain escalation clauses relating to increases
in real property taxes as well as certain maintenance costs.

In May 2002,  HMCA  entered  into a sub-lease  agreement  (as amended in January
2003) with an entity owned by a relative of Raymond V.  Damadian.  The sub-lease
agreement  expired on May 31, 2008.  As of June 1, 2008,  the  sub-lease  tenant
occupied  the entire  space and paid the monthly  rent of $ 39,064 on a month to
month basis.  On December 3, 2008,  HMCA  terminated the lease on these premises
and  surrendered the property.  Rental income under the sub-lease  agreement for
the years ended June 30, 2009 and 2008 amounted to $0 and $99,371, respectively.

In March 2008, HMCA entered into a s sub-lease agreement with a third party. The
sub-lease  agreement  expired on April 30,  2009.  Rental  income under the sub-
lease  agreement  for the year ended June 30,  2009  amounted to  $131,724.  The
rental income is included in the  consolidated  statements  of operations  under
costs related to management and other fees - unrelated medical practices.



                     FONAR CORPORATION AND SUBSIDIARIES
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                JUNE 30, 2009


NOTE 15 - COMMITMENTS AND CONTINGENCIES (Continued)

Future minimum  operating lease  commitments  consisted of the following at June
30, 2009:

                                             Facilities
                                                And
                                              Equipment
                        Year Ending          (Operating
                         June 30,               Lease)
                        -----------         ------------
                           2010             $ 1,994,523
                           2011               1,999,245
                           2012               2,069,268
                           2013               2,051,651
                           2014               1,571,779
                        Thereafter            2,367,668
                                            -----------
                Total minimum obligations   $12,054,134

Rent expense for operating leases approximated $1,796,000 and $3,078,000 for the
years ended June 30, 2009 and 2008, respectively.

License Agreements
------------------

The Company had a license  agreement which requires the Company to pay a royalty
on the Company's future sales of certain MRI imaging apparatus.  Royalty expense
charged to operations for the years ended June 30, 2009 and 2008 approximated $0
and $67,000,  respectively.  In April 2008, the licensor  commenced an action in
Superior Court,  New Castle County,  Delaware for the  outstanding  royalties of
$666,734  plus  interest and other  costs.  The Company  answered the  complaint
raising  affirmative  defenses  including  duress,  failure of consideration and
violation of United States  Antitrust Laws. As of June 30, 2009, the Company has
accrued $710,461 for royalties and interest.  During September 2009, the Company
has entered into an understanding  regarding this matter with the licensor.  The
understanding  calls for an  initial  payment  of  $25,000  followed  by monthly
payments of $7,520 until the debt is paid.

In July 2000,  the Company  entered into a  non-exclusive  sales  representative
agreement with an unrelated third party. The agreement  requires the third party
to sell at least two Fonar MRI  scanners or if it does not,  pay an amount equal
to the Company's gross margin on the unsold MRI scanners.  The Company  received
the gross margin  payment on two scanners of  $1,158,478 in November 2007 and is
included in revenues for the year ended June 30, 2008. The Company  received the
gross margin  payment on one scanner of $585,493 in November  2008 and applied a
previously  received  deposit for two other gross margin payments for a total of
$1,755,493 which was included in revenue for the year ended June 30, 2009. As of
April 2009, this agreement has expired.



                       FONAR CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2009


NOTE 15 - COMMITMENTS AND CONTINGENCIES (Continued)

Employee Benefit Plans
----------------------

The Company has a  non-contributory  401(k) Plan (the "401(k) Plan"). The 401(k)
Plan  covers all  non-union  employees  who are at least 21 years of age with no
minimum service requirements.  There were no employer  contributions to the Plan
for the years ended June 30, 2009 and 2008. (see Other Matters below)

The  stockholders of the Company  approved the 2000 Employee Stock Purchase Plan
("ESPP") at the Company's annual  stockholders'  meeting in April 2000. The ESPP
provides  for  eligible  employees  to acquire  common stock of the Company at a
discount,  not to exceed 15%.  This plan has not been put into effect as of June
30, 2009.

Litigation
----------

The Company is subject to legal proceedings and claims arising from the ordinary
course  of its  business,  including  personal  injury,  customer  contract  and
employment  claims. In the opinion of management,  the aggregate  liability,  if
any, with respect to such actions,  will not have a material  adverse  effect on
the consolidated financial position or results of operations of the Company.

Stipulation Agreements
----------------------

The  Company  has  entered  into  stipulation  agreements  with a number  of its
creditors that in the aggregate totals $763,511 as of June 30, 2009. The monthly
payments total $98,808.

The amounts to be paid over the next two years are as follows:

                        Year Ending
                          June 30,
                        -----------
                           2010         $ 579,343
                           2011           184,168
                                         --------
                                          763,511
                                         ========

NASDAQ Notice of Non-compliance
-------------------------------

The Company's stockholder's  deficiency was $4.2 million as of June 30, 2008 and
$2.9 million as of June 30, 2009. NASDAQ had granted the Company an extension to
October 5, 2009 to evidence  compliance  with the minimum  stockholders'  equity
requirement  or minimum  net income  requirement  for  continued  listing on the
NASDAQ Capital Market. The Company's common stock continues to be listed pending
its filing of its Form 10-K for fiscal 2009 to demonstrate  compliance  with one
or more of the continued listing  requirements.  The Company believes that it is
in compliance with the minimum net income requirement of NASDAQ Capital Market.



                       FONAR CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2009


NOTE 15 - COMMITMENTS AND CONTINGENIES (Continued)

Other Matters
-------------

In March 2007,  the Company and New York State  taxing  authorities  conducted a
conference  to  discuss  a sales  tax  matter  to  determine  if  certain  sales
transactions are subject to sales tax withholdings.  In fiscal 2007, the Company
recorded a provision of $250,000 to cover any potential tax liability  including
interest. This matter was settled in May of 2009 with no payment required by the
Company.  The Company  reversed the accrual for this matter in the quarter ended
June 30, 2009.

The Company is also  delinquent in filing sales tax returns for certain  states,
for which the Company has  transacted  business.  The Company has  recorded  tax
obligations  of  $2,062,000   plus  interest  and  penalties  of   approximately
$1,377,000.  The  Company  is  in  the  process  of  determining  is  regulatory
requirements in order to become compliant.

The Company has determined  they may not be in compliance with the Department of
Labor and Internal  Revenue Service  regulations  concerning the requirements to
file Form 5500 to report  activity of its 401K  Employee  Benefit  Plan and Flex
Plan.  The filings do not require  the Company to pay tax,  however  they may be
subject to penalty for  non-compliance.  The Company has recorded provisions for
any  potential  penalties  totaling  $250,000.  The Company has engaged  outside
counsel to handle such matters to determine the necessary requirements to ensure
compliance. Such non-compliance could impact the eligibilty of the plan. At this
time the outcome cannot be determined.

The Company  management fees are dependent on collection by the PCs of fees from
reimbursements from Medicare, Medicaid, private insurance, no fault and workers'
compensation  carriers,  self-pay and other third-party  payors. The health care
industry is experiencing the effects of the federal and state governments' trend
toward cost  containment,  as government  and other  third-party  payors seek to
impose lower  reimbursement  and utilization rates and negotiate reduced payment
schedules with providers. The cost- containment measures,  consolidated with the
increasing  influence of managed-care payors and competition for patients,  have
resulted in reduced rates of reimbursement  for services provided by the Company
from time to time. The Company's  future  revenues and results of operations may
be adversely impacted by future reductions in reimbursement rates.

In 2009, the Obama administration announced its intentions for healthcare reform
in the United States. The plan includes providing  healthcare  coverage for some
40 million  uninsured  Americans.  The plan calls for, among other things,  more
vigilant  control  of  healthcare  utilization,   including  diagnostic  imaging
services.  The use of radiology  benefit  managers,  or RBMs,  has  increased in
recent years.  It is common practice for health  insurance  carriers to contract
with RBMs to manage  utilization  of  diagnostic  imaging  procedures  for their
insureds.  In many cases, this leads to lower utilization of imaging  procedures
based on a determination of medical  necessity.  The efficacy of RBMs is still a
highly  controversial  topic.  The Company  cannot  predict  whether the current
administration's  healthcare plan and the use of RBMs will negatively impact its
business,  but it is possible that the Company's  financial position and results
of operations could be negatively affected by increased utilization of RBMs.

While the  Company has  prepared  certain  estimates  of the impact of the above
discussed  changes and proposed  changes,  it is not possible to fully  quantify
their impact on its business. There can be no assurance that the impact of these
changes  will not be  greater  than  estimated  or that any future  health  care
legislation  or  reimbursement  changes will not adversely  affect the Company's
business.

NOTE 16 - OTHER INCOME

Other income consists of:
                                         For the Years Ended June 30,
                                         ----------------------------
                                              2009            2008
                                         -------------    -----------
         (Loss) Income from investment    $ (129,228)      $  5,000
         Litigation settlement              ( 17,500)          -
         Other income                        557,385        124,368
                                         -------------    -----------
                                          $  410,657       $129,368
                                         =============    ===========



                       FONAR CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2009


NOTE 17 - SUPPLEMENTAL CASH FLOW INFORMATION

During the years ended June 30, 2009 and 2008,  the Company  paid  $308,332  and
$214,394 for  interest,  respectively.  During the years ended June 30, 2009 and
2008, the Company paid $35,931 and $0 for income taxes, respectively.


NOTE 18 - ADVANCES AND NOTES TO RELATED MEDICAL PRACTICES

Canarsie MRI Associates ("Canarsie"),  a joint venture partnership, of which MRI
Specialties,  Inc. ("Specialties") is an owner. In addition, during fiscal 2001,
Canarsie purchased a QUAD MRI scanner from the Company,  for a purchase price of
$850,000,  payable as follows: (1) $400,000  downpayment  (received April 2001);
(2)  $450,000  in 84  equal  monthly  installments,  including  interest  at 6%,
pursuant to a promissory  note to be executed  upon  acceptance  of the scanner.
Timothy  Damadian,  the son of Raymond  V.  Damadian,  is the sole  stockholder,
Director  and  President of  Specialties.  The balance due under this note as of
June 30, 2009 is $0.  Interest  income on this note for the years ended June 30,
2009 and 2008 amounted to $487 and $3,852, respectively.

The Company had advanced a former  subsidiary,  Tallahassee  Magnetic  Resonance
Imaging, P.A., $546,183.  This balance was evidenced by a promissory note and is
payable as follows:  $546,183 in 40 monthly  installments  commencing  September
2007,  including  interest at 6%. The balance due under this note as of June 30,
2009 was  $253,643.  Interest  income on this note for the years  ended June 30,
2009 and 2008 amounted to $20,818 and $29,949, respectively.

The maturities of advances and notes to related medical  practices over the next
two years are as follows:

                          Years Ending
                            June 30,
                          ------------
                              2010       $164,611
                              2011         89,032
                                         --------
                                         $253,643
                                         ========



                       FONAR CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2009


NOTE 19 - SEGMENT AND RELATED INFORMATION

The Company  provides segment data in accordance with the provisions of SFAS No.
131, "Disclosures About Segments of an Enterprise and Related Information".

The Company operates in two industry  segments - manufacturing and the servicing
of medical equipment and management of diagnostic imaging services.

The accounting  policies of the segments are the same as those  described in the
summary of significant  accounting policies.  All intersegment sales are market-
based.  The  Company  evaluates   performance  based  on  income  or  loss  from
operations.

Summarized financial information concerning the Company's reportable segments is
shown in the following table:

                                               Management of
                                   FONAR        Diagnostic
                                  Medical        Imaging
                                 Equipment        Centers          Totals
                               --------------  --------------  --------------
Fiscal 2009:
------------
Net revenues from external
  Customers                     $ 29,468,501    $ 10,253,932    $ 39,722,433
Intersegment net revenues       $    999,167    $    -          $    999,167
Income (loss) from operations   $     27,484    $ (  731,421)   $(   703,937)
Depreciation and amortization   $  1,106,230    $    673,596    $  1,779,826
Compensatory element of stock
  Issuances                     $      4,061    $    -          $      4,061
Total identifiable assets       $ 17,302,361    $ 11,056,854    $ 28,359,215
Capital expenditures            $    826,938    $     24,145    $    851,083

Fiscal 2008:
-----------

Net revenues from external
  Customers                     $ 23,525,197    $ 12,043,636    $ 35,568,833
Intersegment net revenues       $    889,167    $     -         $    889,167
Loss from operations            $(14,133,689)   $ (2,793,102)   $(16,926,791)
Depreciation and amortization   $  1,851,746    $    941,846    $  2,793,592
Compensatory element of stock
  Issuances                     $        360    $     -         $        360
Total identifiable assets       $ 19,203,367    $ 16,022,266    $ 35,225,633
Capital expenditures            $    943,197    $    110,635    $  1,053,832



                       FONAR CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2009

NOTE 19 - SEGMENT AND RELATED INFORMATION (Continued)

Export Product Sales
--------------------
The Company's areas of operations are  principally  in  the  United States. The
Company had export sales of medical equipment amounting to 25.4%  and  0.0%  of
product  sales  revenues to third parties for the years ended June 30, 2009 and
2008, respectively.

The foreign product  sales,  as  a  percentage  of  product  sales to unrelated
parties, were made to customers in the following countries:

                          For the Years Ended June 30,
                          ----------------------------
                                   2009   2008
                                  ------ ------
                        Kuwait     (0.5)% (0.5)%
                        Holland     3.4     -
                        Germany     7.2     -
                        Greece     (0.4)   0.5
                        Canada      8.7     -
                        Australia   7.0     -
                                   ------------
                                   25.4%   0.0%
                                   ============

Foreign Service and Repair Fees
-------------------------------

The Company's  areas of service and repair are principally in the United States.
The  Company had  foreign  revenues  of service and repair of medical  equipment
amounting to 8.1% and 7.8% of  consolidated  net service and repair fees for the
years ended June 30, 2009 and 2008, respectively. The foreign service and repair
fees,  as  a  percentage  of  total  service  and  repair  fees,  were  provided
principally to the following countries:

                          For the Years Ended June 30,
                          -----------------------------
                                 2009      2008
                                ------    ------
               Spain             1.7%      1.6%
               Puerto Rico       1.0       1.3
               Switzerland       0.9       1.0
               Germany           0.0       1.0
               England           2.1       1.2
               Holland           1.3        .7
               Scotland          1.0       1.0
               Canada            0.1         -
                               ------     ------
                                 8.1%      7.8%
                               ======     ======


The Company does not have any material assets outside of the United States.



                       FONAR CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2009

NOTE 20 - LIFE INSURANCE

During the year ended June 30, 2009, the Company borrowed $1,344,901 against the
cash  surrender  value  of a whole  life  insurance  policy  on the  life of the
Company's Chief Executive Officer.


NOTE 21 - DUE TO RELATED MEDICAL PRACTICES

In June of  2009,  an  entity  owned by the  Company's  Chairman  of the  Board,
Tallahassee  Scanning  Services PA, sold its Upright MRI scanning  system to the
Company for $550,000 in exchange  for 35 monthly  payments of $18,769 to be made
over a three year  period,  commencing  October 18, 2009  including  interest at
10.41% per annum. The Company used this scanning system to fulfill a sales order
with an unrelated customer.


NOTE 22 - SALE OF CONSOLIDATED SUBSIDIARY AND INVESTMENT

Sale of Consolidated Subsidiary
-------------------------------

On September 30, 2008,  the Company sold its 92.3% interest (to a related party)
in an  entity  that  provided  management  services  to a  diagnostic  center in
Bensonhurst, NY. The Company continues to manage other diagnostic centers in the
New York region.

The related third party  purchased all assets and assumed all liabilities of the
diagnostic center which included cash, the management fee receivable,  furniture
and fixtures and other  miscellaneous  assets.  The purchase price for the 92.3%
interest was $2,307,500 all of which was paid in cash at the time of closing.

The following is the  calculation of the gain on sale of the 92.3% interest in a
consolidated subsidiary:

      Selling Price - Net cash paid:                    $ 2,307,500

      Assets and liabilities sold:
            Cash                    $         14,487
            Management fee receivable - net  917,406
            Property and equipment - net         733
            Other assets                      34,245
            Accounts payable                 (16,412)
            Minority interest                (91,155)
                                           ----------
      Subtotal                               859,304

      Gain on sale of consolidated subsidiary            $1,448,196
                                                        ===========



                       FONAR CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2009


NOTE 22 - SALE OF INVESTMENT AND CONSOLIDATED SUBSIDIARY (Continued)

Sale of Investment
------------------

On July 31, 2007, the Company sold its 20% equity interest in an  unconsolidated
entity (management company for a diagnostic center) to an unrelated third party.
The selling price was $629,195.  The Company  realized a gain on the sale of the
equity interest of $571,161.

The gain was calculated as follows:

                   Selling Price:                   $ 629,195
                         Less: Closing costs         ( 58,034)
                                                    ----------
                   Selling Price - Net                571,161

                   Basis                                    0
                                                    ---------
                   Gain on sale of investment       $ 571,161
                                                    =========

Sale of Consolidated Subsidiary
-------------------------------

On July 31, 2007,  the Company  sold its 50%  interest  (to an  unrelated  third
party) in an entity which provided management services to a diagnostic center in
Orlando,  FL. The Company  continues to manage other  diagnostic  centers in the
Florida region.

The unrelated  third party  purchased all assets and assumed all  liabilities of
the diagnostic  center which  included  cash,  the  management  fee  receivable,
furniture and fixtures and other miscellaneous  assets. The purchase price under
the for the 50%  interest  was  $4,499,768  and after  closing  costs the amount
received was $4,256,372.

The  following is the  calculation  of the gain on sale of the 50% interest in a
consolidated subsidiary:

      Selling Price:                                    $ 4,499,768
      Less: Closing costs                                  (243,396)
                                                        ------------
      Selling Price - Net:                              $ 4,256,372

      Assets sold:
        Cash                               $   114,238
        Management fee receivable            1,166,100
        Property and equipment - net            22,673
        Other Assets                            14,759
        Minority Interest                     (456,373)
                                           ------------
      Subtotal                                              861,397
                                                        ------------

      Gain on sale of consolidated subsidiary           $ 3,394,975
                                                        ============



                       FONAR CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2009


NOTE 23 - QUARTERLY FINANCIAL DATA (UNAUDITED)

                     (000's omitted, except per share data)

                                         For the Quarters Ended
                         -------------------------------------------------------
                         September 30, December 31, March 31, June 30,
                             2008          2008       2009      2009     Total
                         ------------- ------------ --------- -------- ---------

Total Revenues - Net       $  6,784      $ 11,290   $ 11,256  $10,392  $ 39,722

Total Costs and Expenses      8,632        10,589     10,494   10,711    40,426

Net (Loss) Income            (  450)          781        730       60     1,121

Basic Net (Loss)
  Income Per Share         $  (0.09)     $   0.16   $   0.14  $  0.01  $   0.21


                                         For the Quarters Ended
                         -------------------------------------------------------
                         September 30, December 31, March 31, June 30,
                             2007          2007       2008      2008     Total
                         ------------- ------------ --------- -------- ---------
Total Revenues - Net       $  8,669      $ 10,680   $  8,071  $ 8,149  $ 35,569

Total Costs and Expenses     12,775        14,556     10,792   14,373    52,496

Net Loss                     (  209)       (3,838)    (2,695)  (6,766)  (13,508)

Basic and Diluted Net
  Loss Per Share          $   (0.04)     $  (0.78)  $  (0.55) $ (1.38) $  (2.76)

Income  (loss)  per  share  from   operations  for  each  quarter  was  computed
independently using the weighted-average number of shares outstanding during the
quarter.  However,  income (loss) per share for the year was computed  using the
weighted-average  number of shares outstanding during the year. As a result, the
sum of the income  (loss) per share for the four quarters may not equal the full
year income (loss) per share.



                       FONAR CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2009


NOTE 24 - ALLOWANCE FOR DOUBTFUL ACCOUNTS

The following  represents a summary of allowance  for doubtful  accounts for the
years ended June 30, 2009 and 2008, respectively:



                                    Balance                                     Balance
Description                     June 30, 2008    Additions      Deductions   June 30, 2009
------------------------------  -------------  -------------  -------------  -------------
                                                                 
Receivables from equipment
  sales and service contracts   $  2,020,208   (1) $441,951     $  68,833     $ 2,393,326
Management fee receivable          3,958,733   (1)1,185,000        50,388       5,093,345
Management fee receivable from
  Related medical practices        2,413,483   (1) (915,000)      403,665       1,094,818
Medical receivables                  769,000   (1)  574,500          -          1,343,500
Advance and notes to related
  Parties                            264,791         -                -           264,791
Notes receivable                      65,000         -                -            65,000






                                    Balance                                     Balance
Description                     June 30, 2007    Additions      Deductions   June 30, 2008
------------------------------  -------------  -------------  -------------  -------------
                                                                 
Receivables from equipment sales
  and service contracts           $ 1,952,830  (1)$ 169,820      $102,442     $ 2,020,208
Management fee receivable           2,110,306  (1)1,848,427          -          3,958,733
Management fee receivable from
  Related medical practices         2,093,180  (1)  320,303          -          2,413,483
Medical receivables                   190,000  (1)  579,000          -            769,000
Advance and notes to related
  Parties                             364,791          -          100,000         264,791
Note receivable                         -      (1)   65,000          -             65,000

(1)  Included in provision for bad debts.


NOTE 25 - SUBSEQUENT EVENTS

The Company has evaluated  subsequent  events through October 5, 2009,  which is
the date the Company  filed its Annual  Report on Form 10-K for fiscal 2009 with
the Securities and Exchange  Commission.  There are no further subsequent events
for disclosure.



                       FONAR CORPORATION AND SUBSIDIARIES

ITEM 9.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
     FINANCIAL DISCLOSURE.

There  have  been  no  disagreements  with  our  independent  registered  public
accounting firm or other matters requiring disclosure under Regulation S-K, Item
304(b).


ITEM 9A(T). CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Disclosure controls and procedures (as defined in Rule 13(a)-15(e)) are controls
and other procedures that are designed to ensure that information required to be
disclosed by a public  company in the reports that it files or submits under the
Exchange Act is recorded,  processed,  summarized  and reported  within the time
periods  specified  in the  SEC's  rules  and  forms.  Disclosure  controls  and
procedures  include,  without  limitation,  controls and procedures  designed to
ensure that  information  required to be  disclosed  by a public  company in the
reports  that it files or submits  under the  Exchange  Act is  accumulated  and
communicated to the company's management,  including its principal executive and
principal  financial  officers,  or persons  performing  similar  functions,  as
appropriate to allow timely decisions regarding required disclosure.  Disclosure
controls and procedures  include many aspects of internal control over financial
reporting.

Based on their  evaluation,  our Chief  Executive  Officer  and Chief  Financial
Officer  have  concluded  that  our  disclosure  controls  and  procedures  were
effective at June 30, 2009.

Management's Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rule 13a-15(f) under the Exchange
Act. Internal control over financial  reporting refers to a process designed by,
or under the  supervision  of, our Chief  Executive  Officer and Chief Financial
Officer and effected by our Board,  management and other  personnel,  to provide
reasonable  assurance  regarding the reliability of financial  reporting and the
preparation  of financial  statements for external  purposes in accordance  with
generally  accepted   accounting   principles,   including  those  policies  and
procedures that:

  *  pertain  to  the  maintenance  of  records  that,  in  reasonable   detail,
     accurately  and fairly reflect the  transactions  and  dispositions  of our
     assets;

  *  provide reasonable assurance that transactions are recorded as necessary to
     permit  preparation  of financial  statements in accordance  with generally
     accepted accounting principles,  and that our receipts and expenditures are
     being made only in accordance  with  authorizations  of our  management and
     directors; and

  *  provide reasonable  assurance  regarding  prevention or timely detection of
     unauthorized acquisition,  use or disposition of our assets that could have
     a material effect on our consolidated financial statements.

It should be noted, however, that because of its inherent limitations,  internal
control  over  financial  reporting  cannot  provide  absolute  assurance of the
prevention  or  detection of  misstatements.  In  addition,  projections  of any
evaluation  of  effectiveness  to future  periods  are  subject to the risk that
controls may become  inadequate  because of changes in  conditions,  or that the
degree of compliance with the policies or procedures may deteriorate.

In connection  with the  preparation  of this Annual Report on Form 10-K for the
year  ended  June 30,  2009,  management,  with the  participation  of our Chief
Executive Officer and Chief Financial  Officer,  has evaluated the effectiveness
of our disclosure  controls and procedures and internal  controls over financial
reporting, pursuant to Rule 13a-15 under the Exchange Act, based on criteria for
effective  internal  control  over  financial  reporting  described  in Internal
Control  -  Integrated   Framework   issued  by  the   Committee  of  Sponsoring
Organizations of the Treadway Commission.  Based on their evaluation,  our Chief
Executive Officer and Financial Officer have concluded that our internal control
over financial reporting was effective as of June 30, 2009.

This Annual Report on Form 10-K does not include an attestation report of Marcum
LLP, our independent  registered  public  accounting  firm,  regarding  internal
control  over  financial  reporting.  Management's  report  was not  subject  to
attestation by our registered public accounting firm pursuant to temporary rules
of the SEC that  permit us to provide  only  management's  report on this Annual
Report on Form 10-K.

There was no changes in our  internal  controls or in other  factors  that could
significantly  affect these  controls,  during our fourth quarter ended June 30,
2009,  that have  materially  affected,  or are reasonably  likely to materially
affect, our internal control over financial reporting.


                       FONAR CORPORATION AND SUBSIDIARIES

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

Directors serve from the date of their election until the next annual meeting of
stockholders  and until  their  successors  are elected  and  qualify.  With the
exception of Dr. Raymond V. Damadian,  who does not receive any fees for serving
as a director,  each director  receives $20,000 per annum for his or her service
as a director. Officers serve at the discretion of the Board of Directors.

A majority  of our board of  directors  is composed  of  independent  directors:
Robert  J.  Janoff,  Charles  N.  O'Data  and  Robert  Djerejian.   These  three
individuals also serve as the three members of the audit  committee,  which is a
standing  committee  of  board of  directors  having a  charter  describing  its
responsibilities.  Mr.  O'Data  has  been  designated  as  the  audit  committee
financial  expert.  His relevant  experience  is  described in his  biographical
information.  We have  adopted  a code of  ethics  applicable  to,  among  other
personnel,  our  principal  executive  officer,   principal  financial  officer,
controllers and persons performing  similar  functions.  The code is designed to
deter wrongdoing and to promote:  1. honest and ethical  conduct,  including the
ethical  handling of actual or apparent  conflicts of interest  between personal
and   professional   relationships;   2.  full,  fair,   accurate,   timely  and
understandable disclosure in reports and documents that we file or submit to the
Securities and Exchange  Commission and in other public  communications we make;
3. compliance with applicable  governmental laws, rules and regulations;  4. the
prompt internal  reporting of violations of the code to an appropriate person or
persons identified in the code and 5.  accountability for adherence to the code.
We will  provide a copy of the code to any person who  requests a copy. A person
may request a copy by writing to Fonar Corporation,  110 Marcus Drive, Melville,
New York 11747, to the attention of the Legal Department or Investor Relations.

The officers and directors of the Company are set forth below:

Raymond V. Damadian, M.D.     73          President, Treasurer,
                                          Chairman of the Board
                                          and a Director

Claudette J.V. Chan           71          Director and Secretary

Robert J. Janoff              82          Director

Charles N. O'Data             73          Director

Robert Djerejian              78          Director


Raymond V.  Damadian,  M.D. has been the Chairman of the Board and  President of
Fonar since its  inception  in 1978 and  Treasurer  since  February,  2001.  Dr.
Damadian was employed by the State  University  of New York,  Downstate  Medical
Center,  New  York,  as an  Associate  Professor  of  Biophysics  and  Associate
Professor of Internal  Medicine from 1967 until  September  1979.  Dr.  Damadian
received an M.D.  degree in 1960 from Albert Einstein  College of Medicine,  New
York, and a B.S. degree in mathematics from the University of Wisconsin in 1956.
In addition,  Dr. Damadian conducted  post-graduate work at Harvard  University,
where  he  studied  extensively  in  the  fields  of  physics,  mathematics  and
electronics.  Dr.  Damadian is the author of numerous  articles and books on the
nuclear  magnetic  resonance  effect in human tissue,  which is the  theoretical
basis  for the Fonar MRI  scanners.  Dr.  Damadian  is a 1988  recipient  of the
National  Medal  of  Technology  and in 1989  was  inducted  into  the  National
Inventors Hall of Fame, for his  contributions  in conceiving and developing the
application of magnetic resonance technology to medical  applications  including
whole body  scanning and  diagnostic  imaging.  Dr.  Damadian is the  President,
Treasurer and director of HMCA.

Claudette  J.V.  Chan  has  been a  Director  of Fonar  since  October  1987 and
Secretary of Fonar since January 2008.  Mrs. Chan was employed from 1992 through
1997 by Raymond V. Damadian,  M.D. MR Scanning  Centers  Management  Company and
since 1997 by HMCA, as "site  inspector,"  in which  capacity she is responsible
for  supervising  and  implementing  standard  procedures  and  policies for MRI
scanning centers.  From 1989 to 1994 Mrs. Chan was employed by St. Matthew's and
St. Timothy's  Neighborhood  Center,  Inc., as the director of volunteers in the
"Meals  on  Wheels"  program,  a  program  which  cares  for  the  elderly.   In
approximately  1983, Mrs. Chan formed the Claudette Penot  Collection,  a retail
mail-order business  specializing in women's apparel and gifts, of which she was
the President until she stopped  operating the business in  approximately  1989.
Mrs. Chan practiced and taught in the field of nursing until 1973,  when her son
was born.  She  received a bachelor of science  degree in nursing  from  Cornell
University in 1960. Mrs. Chan is the sister of Raymond V. Damadian.

Robert J. Janoff has been a Director of Fonar since  February  1989.  Mr. Janoff
has been a self-employed  New York State licensed private  investigator for more
than  thirty-five  years and was a Senior Adjustor in Empire Insurance Group for
more than 15 years until retiring from that position on July 1, 1997. Mr. Janoff
also served, from June 1985 to June 1991, as President of Action Data Management
Strategies,  Ltd.,  a  supplier  of  computer  programs  for  use  by  insurance
companies.  Mr. Janoff was a member of the Board of Directors of Harmony Heights
of Oyster  Bay,  New York for over 25 years,  which is a  nonprofit  residential
school for girls with learning disabilities.

Charles N. O'Data has been a Director of Fonar since February 1998. From 1968 to
1997, Mr. O'Data was the Vice President for Development  for Geneva  College,  a
liberal arts college located in western Pennsylvania. In that capacity, he acted
as  the  College's  chief  investment  officer.  His  responsibilities  included
management of the College's  endowment fund and fund raising.  In July 1997, Mr.
O'Data  retired  from  Geneva  College  after 36 years of  service  to  assume a
position of  National  Sales  Executive  for SC Johnson  Company's  Professional
Markets  Group,  a unit of SC Johnson Wax, and  specialized  in  healthcare  and
education  sales,  a position he held until the spring of 1999.  In his capacity
with SC Johnson he was responsible for sales to the nation's three largest Group
Purchasing  Organizations  which  included  some  4,000  hospitals.  Mr.  O'Data
presently acts as an independent  financial consultant to various entities.  Mr.
O'Data served on the board of the Medical Center,  Beaver,  Pennsylvania,  now a
part of Heritage  Valley Health System,  a 500 bed acute care  facility,  for 22
years,  three as its Chair.  Mr. O'Data also served on the board of the Hospital
Council  of  Western  Pennsylvania,   a  shared-services  and  group  purchasing
organization  covering seven states. He founded The Beaver County Foundation,  a
Community Foundation, in 1992, and serves as its President. Mr. O'Data is listed
as a finance  associate in the Middle States  Association,  Commission on Higher
Education. The commission is the formal accrediting body for higher education in
the eastern  region of the country.  In this capacity he evaluates the financial
aspects  of  educational  organizations.  Mr.  O'Data  is a  graduate  of Geneva
College, where he received a B.S. degree in Economics in 1958.

Robert  Djerejian  has been a Director for Fonar since June 2002.  Since 1996 he
has served as a senior consultant for Haines,  Lundberg & Waehler  International
(HLW  International),  an architectural,  engineering,  planning interior design
firm, which among other hi-tech  specialties designs hospitals and laboratories.
Prior to that time he was the Senior Managing Partner of HLW International for a
period of 22 years  where he  received  numerous  design  awards  including  the
National  Honor Award from the Endowment for the Arts and The Design  Excellence
Award from the NY Society of the American  Institute of  Architects.  During his
management  of the firm he brought  the firm to  international  prominence  with
offices in London,  Shanghai and Saudi Arabia. He currently  consults to private
clientele in design  management in planning,  design and construction  services.
Mr.  Djerejian is an Emeritus member of the Board of Trustees of Pratt Institute
since 1992, where he chaired the Nominations Committee and was the Vice Chairman
of the Executive  Committee.  He served as a Board Member coordinating the joint
venture  of  Corcoran  College  of Art &  Design  in  Washington  DC with  Pratt
Institute as one of the founding  directors  forming the Delaware College of Art
and Design.  He is a member of the American  institute of Architects  and the NY
Society of Architects.  Mr. Djerejian is a graduate of Pratt Institute School of
Architecture, where he received his B.A. in Architecture in 1955.


ITEM 11. EXECUTIVE COMPENSATION.

With the  exception of the Chief  Executive  Officer,  the  compensation  of the
Company's  executive  officers is based on a  combination  of salary and bonuses
based on performance.  The Chief Executive Officer's  compensation consists of a
salary.

The Chief  Executive  Officer's  salary  varies only  slightly and is by his own
decision  relatively low. It is not expected to increase  materially in the near
future.  At such time as we become  consistently and sufficiently  profitable or
there is a reconsideration of our compensation  policy, the compensation payable
to the Chief Executive Officer may be reconsidered.  As presently existing,  the
Chief Executive Officer's  compensation  package includes no understandings with
respect to bonuses,  options or other incentives;  as such, it is not subject to
our general policy later discussed.

The Board of Directors  does not have a compensation  Committee.  Dr. Raymond V.
Damadian, President, Chief Executive Officer and Chairman of the Board, controls
over 50% of the voting  power of our  capital  stock.  Dr.  Damadian is the only
executive  officer  who is a member  of the  Board of  Directors.  Dr.  Damadian
participates in the determination of executive compensation for our officers.

The Board of Directors has  established an audit  committee.  The members of the
committee are Robert J. Janoff, Charles N. O'Data and Robert Djerejian.

Our compensation policy includes a combination of salary, commissions,  bonuses,
stock bonuses and stock options, designed to incentivize our employees. There is
no universal  plan  applicable to all of our  employees.  The fixed and variable
components of our employees' compensation tend to be individualized,  based on a
combination of the employees'  performance,  responsibilities and position,  our
assessment of how best to motivate a person in such a position and the needs and
preferences of the particular  employees,  as negotiated  between  employees and
their supervisors or management.

There is set forth in the following Summary  Compensation Table the compensation
provided  by us during  fiscal  2008 to our Chief  Executive  Officer,  who also
serves as our  acting  Principal  Financial  Officer.  There is set forth in the
following  Outstanding  Equity Awards Table and Director  Compensation Table the
required information.

The Company paid premiums for life insurance on its Chief Executive Officer. The
insurance policies are owned by a life insurance trust. The cash surrender value
of the life  insurance  policies in the  approximate  amount of $1.2 million was
contributed  to capital  during the first fiscal quarter of fiscal 2007 pursuant
to a split dollar agreement.



                       FONAR CORPORATION AND SUBSIDIARIES

--------------------------------------------------------------------------------
I.  SUMMARY COMPENSATION TABLE

Name and all                                      All Other       Total
Other Principal            Salary        Bonus    Compensation    Compensation
Position           Year    ($)           ($)      ($)             ($)
(a)                (b)     (c)           (d)      (i)             (j)
---------------    ----    ----------    -----    ------------    ------------
Raymond V.         2009    $72,285.12      -           -           $72,285.12
Damadian,          2008    $90,087.83      -           -           $90,087.83
PEO                2007    $90,162.36      -           -           $90,162.36
PFO

--------------------------------------------------------------------------------
II.  OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

Name                      Number of       Option        Option
                          Securities      Exercise      Expiration
                          Underlying      Price         Date
                          Unexercised     ($)
                          Options (#)
                          Exercisable
                          (a)              (b)          (c)
--------------------      -----------      -------      --------
Raymond V. Damadian,          463          28.125       12/26/10
PEO/PFO

--------------------------------------------------------------------------------
III.  DIRECTOR COMPENSATION

Name                      Fees Earned or        Total
                          Paid in Cash ($)      ($)
(a)                       (b)                   (c)
--------------------      ----------------      -----------
Raymond V. Damadian                    0                  0

Claudette J.V. Chan           $20,160.00         $20,160.00

Robert J. Janoff              $20,000.24         $20,000.24

Charles N. O'Data             $20,000.24         $20,000.24

Robert Djerejian              $19,999.98         $19,999.98



                       FONAR CORPORATION AND SUBSIDIARIES

EMPLOYEE COMPENSATION PLANS

Equity Compensation Plan Information as of June 30, 2009

               (a)                  (b)                  (c)
Plan category  Number of securities Weighted-average     Number of securities
               to be issued upon    exercise price of    remaining available
               exercise of          outstanding options, for future issuance
               outstanding options, warrants and rights  under equity
               warrants and rights                       compensation plans
                                                         (excluding securities
                                                         reflected in column (a)
-------------- -------------------- -------------------- -----------------------
Equity
compensation
plans approved
by security
holders               96,014              $ 30.69               130,943

Equity
compensation
plans not
approved
by security
holders                 -                    N/A                   -

Total
               ==================== ==================== =======================
                      96,014                30.69               130,943

Fonar's 1997 Nonstatutory  Stock Option Plan,  adopted on May 9, 1997 terminated
on May  8,  2007.  Of  the  options  granted  under  this  plan,  77,062  remain
outstanding.

Fonar's 2002 Incentive  Stock Option Plan,  adopted on July 1, 2002, is intended
to qualify as an incentive  stock option plan under Section 422A of the Internal
Revenue Code of 1954, as amended.  The 2002 Incentive  Stock Option Plan permits
the issuance of stock options  covering an aggregate of 100,000 shares of Common
Stock of Fonar.  The  options  have an  exercise  price equal to the fair market
value  of  the  underlying  stock  on  the  date  the  option  is  granted,  are
nontransferable, are exercisable for a period not exceeding ten years and expire
upon the voluntary  termination of  employment.  The 2002 Stock Option Plan will
terminate on June 30,  2012.  As of June 30,  2009,  options to purchase  50,943
shares of Common Stock of Fonar were  available for future grant under the plan.
Of the options granted under this plan 18,952 remain outstanding.

Fonar's  2005  Incentive  Stock Option  Plan,  adopted on February 15, 2005,  is
intended to qualify as an incentive  stock option plan under Section 422A of the
Internal  Revenue  code of 1954,  as amended.  The Plan  permits the issuance of
stock  options  covering an aggregate of 80,000 shares of common stock of Fonar.
The  options  have an  exercise  price  equal  to the fair  market  value of the
underlying stock on the date the option is granted,  are  non-transferable,  are
exercisable for a period not exceeding ten years,  and expire upon the voluntary
termination of  employment.  The Plan will terminate on February 14, 2015. As of
June 30, 2009,  80,000 shares of common stock of Fonar were available for future
grant under this plan.

Fonar  adopted its 2007 Stock Bonus Plan,  on August 7, 2007.  This Plan permits
Fonar to issue an aggregate of 100,000  shares of common stock of Fonar as bonus
or compensation. As of June 30, 2009, 67,932 shares were available for issuance.



                       FONAR CORPORATION AND SUBSIDIARIES

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The  following  table sets forth the number and  percentage of shares of Fonar's
securities held by each director, by each person known by us to own in excess of
five percent of Fonar's voting securities and by all officers and directors as a
group as of September 10, 2009.

Name and Address of             Shares         Percent
Beneficial Owner (1)       Beneficially Owned  of Class
-------------------------  ------------------  --------
Raymond V. Damadian, M.D.
c/o Fonar Corporation
Melville, New York
 Director, President,
 Treasurer, CEO,
 5% + Stockholder
    Common Stock               120,302          2.45%
    Class C Stock              382,447         99.98%
    Class A Preferred           19,093          6.09%

Claudette Chan
Director and Secretary
    Common Stock                   106           *
    Class A Preferred               32           *

Robert J. Janoff
Director
    Common Stock                 2,899           *
    Class A Preferred               79           *

Charles N. O'Data
Director
    Common Stock                    28           *

Robert Djerejian
Director
    Common Stock                     0           *

All Officers and Directors
as a Group (5 persons)
    Common Stock               123,335          2.51%
    Class C Stock              382,447         99.98%
    Class A Preferred           19,204          6.13%
___________________________
*   Less than one percent

1. Address  provided for each beneficial  owner owning more than Five percent of
the voting securities of Fonar.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Background.

Between 1990 and 1996, Raymond V. Damadian, M.D. MRI Scanning Centers Management
Company,  also  referred  to as  "RVDC",  a  Delaware  corporation  of which Dr.
Damadian was the sole stockholder,  director and President, purchased and leased
scanners  from  Fonar  to  establish  a  network  of  professional  corporations
operating MRI scanning centers, also referred to as the "Centers",  in New York,
Florida,  Georgia and other locations.  Dr. Raymond V. Damadian is the Chairman,
President and principal  stockholder  of Fonar and was also the owner,  director
and  President of each of these  professional  corporations.  RVDC  provided the
necessary  management  and the  scanners  to the  Centers,  although  in certain
situations, a Center would acquire the scanner directly from Fonar.

ACQUISITION OF RVDC.

Effective June 30, 1997,  Fonar's  wholly-owned  subsidiary,  Health  Management
Corporation  of  America,  also  referred to as "HMCA",  formerly  known as U.S.
Health Management Corporation, acquired RVDC by purchasing all of the issued and
outstanding  shares of RVDC from Dr. Damadian for 400 shares of the Common Stock
of Fonar. The transactions  can be rescinded by Dr.  Damadian,  however,  in the
event of a change of control in Fonar or the  bankruptcy  of Fonar.  There is no
time limit on the right to rescind.  In connection with the  transaction,  Fonar
granted  RVDC a  nonexclusive  royalty  free  license  to  Fonar's  patents  and
software.  These  licenses  may be  terminated  by  Fonar  in the  event  of the
bankruptcy of RVDC or a change in control of RVDC.

AGREEMENTS WITH HMCA.

Effective  July 1, 1997,  new  management  agreements  were  entered into by the
Centers and HMCA.  Since that time  certain of the  original  Centers  have been
closed and new Centers  opened.  Each new Center also  entered into a management
agreement with HMCA.

Pursuant  to  the  management  agreements,   HMCA  is  providing   comprehensive
management and administrative services and office facilities,  including billing
and collection of accounts,  payroll and accounts payable  processing,  supplies
and utilities to the Centers.  Under the  management  agreements,  HMCA provides
service through Fonar for the scanners at the Centers.  In total, 10 MRI Centers
have management agreements with HMCA.

At the end of fiscal 2007, Dr. Damadian sold all of his stock in the MRI Centers
located in New York State. The new owner is one of the radiologists who has been
reading and  interpreting  scans  performed at those  facilities,  Dr. Robert A.
Diamond.  In  connection  with  the  sale,  HMCA  entered  into  new  management
agreements  with the MRI Centers under which HMCA performs  essentially the same
services for the MRI Centers as prior to the sale.  The fees  charged,  however,
are flat fees charged on a monthly basis.

Dr.  Damadian  remains  the owner of three MRI  Centers  in  Florida  and one in
Georgia.  The fees  payable to HMCA for its  services  to these MRI  Centers are
based on the number of procedures  performed,  ranging between $300 and $400 per
procedure.

During the fiscal  years ended June 30, 2009 and June 30, 2008 the net  revenues
received by HMCA from the MRI Centers owned by Dr.  Damadian were  approximately
$2.9 million and $3.7 million respectively.

During April 2009, Fair Haven Services,  Inc. loaned the Company  $258,000.  The
loan bears interest at a rate of 10% per annum and is payable in 36 installments
with the final payment due April 30, 2012. Dr Damadian is the President and sole
stockholder of Fair Haven Services, Inc.

In June  2009,  Tallahassee  Scanning  Services,  P.A.  an  entity  owned  by Dr
Damadian,  sold its Upright  MRI  scanning  system to the  Company for  $550,000
payable in 35 monthly installments beginning on October 18, 2009.

OTHER TRANSACTIONS

Robert Janoff, a director of the Company, was a limited partner in a partnership
in which we had a 92%  partnership  interest.  The  partnership  manages  an MRI
scanning  center in Bensonhurst,  Brooklyn,  New York and was party to a service
contract  at an annual rate of $110,000 on its scanner for the period of July 1,
2007 through June 30, 2008. We sold our interest in the  partnership  at the end
of September, 2008.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit Fees

The aggregate fees billed by Marcum LLP for the audit of our annual consolidated
financial  statements for the fiscal year ended June 30, 2009 and the reviews of
the  financial  statements  included in our Forms 10-Q for the fiscal year ended
June 30, 2009 were $554,571. An audit of internal controls was not required this
year.

The  aggregate  fees billed by Marcum LLP for the audit of our annual  financial
statements  for the fiscal year ended June 30, 2008 and our  internal  controls,
and the reviews of the financial  information included in our Forms 10-Q for the
fiscal year ended June 30, 2008 were $676,576.

Audit Related Fees

No fees were  billed by Marcum LLP for the fiscal  years  ended June 30, 2009 or
June 30,  2008 for  services  related  to the audit or  review of our  financial
statements that are not included under the caption "Audit Fees".

No fees were  billed by Marcum LLP for the fiscal  years  ended June 30, 2009 or
June 30, 2008 for designing,  operating,  supervising or implementing any of our
financial  information  systems or any  hardware  or  software  systems  for our
financial information.

Tax Fees

The aggregate fees billed by Marcum LLP for tax  compliance,  tax advice and tax
planning in the fiscal year ended June 30, 2009 were $206,335.

The aggregate fees billed by Marcum LLP for tax  compliance,  tax advice and tax
planning in the fiscal year ended June 30, 2008 were $163,918.

All Other Fees

The aggregate fees billed by Marcum LLP for all other services  rendered by them
during the fiscal  years ended June 30, 2009 and June 30, 2008 were  $31,776 and
$29,035,   respectively,   which  included   services  in  connection  with  the
registration  of  securities,  employee  benefit  plan  audits and  reviews  and
procedures  that we requested  Marcum LLP to undertake to provide  assurances on
matters not required by laws or regulations.

Since January 1, 2003, the audit  committee has adopted  policies and procedures
for  pre-approving  all non-audit work performed by the auditors.  Specifically,
the committee  must  pre-approve  the use of the auditors for all such services.
The audit committee has  pre-approved  all non-audit work since that time and in
making its determination  has considered  whether the provision of such services
was compatible with the independence of the auditors.

Our audit  committee  believes  that the  provision by Marcum LLP of services in
addition  to  audit  services  in  fiscal  2009 and 2008  were  compatible  with
maintaining their independence.

PART IV

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

a)  FINANCIAL STATEMENTS AND SCHEDULES

The following consolidated financial statements are included in Part II, Item 8.

     Report of Independent Registered Public Accounting Firm

     Consolidated Balance Sheets as at June 30, 2009 and 2008.

     Consolidated Statements of Operations for the Two Years Ended June 30, 2009
and 2008.

     Consolidated  Statements  of  Stockholders'  Equity for the Two Years Ended
June 30, 2009 and 2008.

     Consolidated Statements of Cash Flows for the Two Years Ended June 30, 2009
and 2008.

     Notes to Consolidated Financial Statements.

     Information required by schedules called for under Regulation S-X is either
not applicable or is included in the consolidated  financial statements or notes
to the financial statements.


b) REPORTS ON FORM 8-K

     Registrant's  Report on Form 8-K containing the Company's  Earnings  Report
for Fiscal 2009. October 5, 2009, Commission File No. 000-10248.

c) EXHIBITS

     3.1   Certificate  of   Incorporation,   as  amended,   of  the  Registrant
incorporated  by  reference  to  Exhibit  3.1 to the  Registrant's  registration
statement on Form S-1,Commission File No. 33-13365.

     3.2 Article Fourth of the Certificate of Incorporation,  as amended, of the
Registrant  incorporated  by  reference  to  Exhibit  4.1  to  the  Registrant's
registration statement on Form S-8, Commission File No. 33-62099.

     3.3 Section A of Article  Fourth of the  Certificate of  Incorporation,  as
amended,  of the  Registrant  incorporated  by  reference  to Exhibit 4.3 to the
Registrant's registration statement on Form S-3, Commission File No. 333-63782.

     3.4 Section A of Article  Fourth of the  Certificate of  Incorporation,  as
amended,  of the  Registrant  incorporated  by  reference  to Exhibit 3.3 of the
Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 2003,
Commission File No. 0-10248.

     3.5 By-Laws,  as amended,  of the Registrant  incorporated  by reference to
Exhibit 3.2 to the Registrant's  registration  statement on Form S-1, Commission
File No. 33-13365.

     4.1 Specimen Common Stock Certificate  incorporated by reference to Exhibit
4.1 to the Registrant's  registration statement on Form S-1, Commission File No.
33-13365.

     4.2 Specimen Class B Common Stock Certificate  incorporated by reference to
Exhibit 4.2 to the Registrant's  registration  statement on Form S-1, Commission
File No. 33-13365.


     4.3 Form of 4%  Convertible  Debentures due June 30, 2002  incorporated  by
reference to Exhibit 4.1 of the Registrant's current report on Form 8-K filed on
June 11, 2001. Commission File No. 0-10248.

     4.4 Form of Purchase  Warrants  incorporated by reference to Exhibit 4.2 of
the Registrant's  current report on Form 8-K filed on June 11, 2001.  Commission
File No. 0-10248.

     4.5 Form of Callable  Warrants  incorporated by reference to Exhibit 4.3 of
the Registrant's  current report on Form 8-K filed on June 11, 2001.  Commission
File No. 0-10248.

     4.6 Form of  Replacement  Callable  Warrants  incorporated  by reference to
Exhibit 4.7 of the Registrant's  registration statement on Form S- 3, Commission
File No. 333-10677.

     4.7 Form of Amended and Restated  Purchase  Warrant for The Tail Wind Fund,
Ltd.  incorporated by reference to Exhibit 4.7 of the  Registrants  registration
statement on Form S-3, Commission File No. 333-116908.

     4.8 Form of Amended and Restated  Purchase  Warrant for Placement Agent and
Designees   incorporated  by  reference  to  Exhibit  4.8  of  the  Registrant's
registration statement on Form S-3, Commission File No. 333- 116908.

     10.1  License  Agreement  between the  Registrant  and Raymond V.  Damadian
incorporated  by  reference  to Exhibit 10 (e) to Form 10-K for the fiscal  year
ended June 30, 1983, Commission File No. 0-10248.

     10.2 1983  Nonstatutory  Stock  Option Plan  incorporated  by  reference to
Exhibit 10 (a) to Form 10-K for the fiscal year ended June 30, 1983,  Commission
File No.  0-10248,  and  amendments  thereto dated as of March 7, 1984 and dated
August 22, 1984,  incorporated  by referenced to Exhibit 28 (a) to Form 10-K for
the year ended June 30, 1984, Commission File No. 0-10248.

     10.3 1984 Incentive Stock Option Plan  incorporated by reference to Exhibit
28 (c) to Form 10-K for the year ended  June 30,  1984,  Commission  File No. 0-
10248.

     10.4 1986  Nonstatutory  Stock  Option Plan  incorporated  by  reference to
Exhibit  10.7 to Form 10-K for the fiscal year ended June 30,  1986,  Commission
File No. 0-10248.

     10.5 1986 Stock Bonus Plan  incorporated  by  reference  to Exhibit 10.8 to
Form 10-K for the fiscal year ended June 30, 1986, Commission File No. 0-10248.

     10.6 1986 Incentive Stock Option Plan  incorporated by reference to Exhibit
10.9 to Form 10-K for the fiscal year ended June 30, 1986,  Commission  File No.
0-10248.

     10.7 Lease Agreement,  dated as of August 18, 1987,  between the Registrant
and Reckson  Associates  incorporated by reference to Exhibit 10.26 to Form 10-K
for the fiscal year ended June 30, 1987, Commission File No. 0-10248.

     10.8 1993 Incentive Stock Option Plan  incorporated by reference to Exhibit
28.1 to the Registrant's registration statement on Form S-8, Commission File No.
33-60154.

     10.9 1993  Non-Statutory  Stock  Option Plan  incorporated  by reference to
Exhibit 28.2 to the Registrant's  registration statement on Form S-8, Commission
File No. 33-60154.

     10.10 1993 Stock Bonus Plan  incorporated  by  reference to Exhibit 28.3 to
the  Registrant's  registration  statement on Form S-8,  Commission File No. 33-
60154.

     10.11 1994  Non-Statutory  Stock Option Plan  incorporated  by reference to
Exhibit 28.1 to the Registrant's  registration statement on Form S-8, Commission
File No. 33-81638.

     10.12 1994 Stock Bonus Plan  incorporated  by  reference to Exhibit 28.2 to
the  Registrant's  registration  statement on Form S-8,  Commission File No. 33-
81638.

     10.13 1995  Non-Statutory  Stock Option Plan  incorporated  by reference to
Exhibit 28.1 to the Registrant's  registration statement on Form S-8, Commission
File No. 33-62099.

     10.14 1995 Stock Bonus Plan  incorporated  by  reference to Exhibit 28.2 to
the  Registrant's  registration  statement on Form S-8,  Commission File No. 33-
62099.

     10.15 1997  Non-Statutory  Stock Option Plan  incorporated  by reference to
Exhibit 28.1 to the Registrant's  registration statement on Form S-8, Commission
File No.: 333-27411.

     10.16 1997 Stock Bonus Plan  incorporated  by  reference to Exhibit 28.2 to
the Registrant's  registration  statement on Form S-8,  Commission File No: 333-
27411.

     10.17 Stock  Purchase  Agreement,  dated July 31, 1997, by and between U.S.
Health  Management  Corporation,  Raymond V. Damadian,  M.D. MR Scanning Centers
Management Company and Raymond V. Damadian, incorporated by reference to Exhibit
2.1 to the Registrant's Form 8-K, July 31, 1997, commission File No: 0-10248.

     10.18 Merger Agreement and  Supplemental  Agreement dated June 17, 1997 and
Letter of  Amendment  dated June 27,  1997 by and among U.S.  Health  Management
Corporation and Affordable Diagnostics Inc. et al., incorporated by reference to
Exhibit 2.1 to the  Registrant's  8-K,  June 30,  1997,  Commission  File No: 0-
10248.

     10.19 Stock  Purchase  Agreement  dated March 20, 1998 by and among  Health
Management Corporation of America, Fonar Corporation,  Giovanni Marciano,  Glenn
Muraca et al.,  incorporated by reference to Exhibit 2.1 to the  Registrant's 8-
K, March 20, 1998, Commission File No: 0-10248.

     10.20 Stock  Purchase  Agreement  dated August 20, 1998 by and among Health
Management Corporation of America, Fonar Corporation, Stuart Blumberg and Steven
Jonas, incorporated by reference to Exhibit 2 to the Registrant's 8-K, September
3, 1998, Commission File No. 0-10248.

     10.21 2000 Stock Bonus Plan  incorporated  by  reference to Exhibit 99.1 to
the Registrant's  registration  Statement on Form S-8, Commission File No.: 333-
66760.

     10.22 2002 Stock Bonus Plan  incorporated  by  reference to Exhibit 99.1 to
the Registrant's  registration  statement on Form S-8, Commission File No.: 333-
89578.

     10.23 2002 Incentive Stock Option Plan incorporated by reference to Exhibit
99.1 to the  Registrant's  registration  statement on Form S-8,  Commission File
No.: 333-96557.

     10.24 2003 Stock Bonus Plan  incorporated  by  reference to Exhibit 99.1 to
the Registrant's  registration  statement on Form S-8,  Commission File No: 333-
106626.

     10.25 2003  Supplemental  Stock Bonus Plan  incorporated  by  reference  to
Exhibit 99.1 to the Registrant's  registration statement on Form S-8, Commission
File No: 333-106626.

     10.26 2004 Stock Bonus Plan  incorporated  by  reference to Exhibit 99.1 to
the Registrant's  registration  statement on Form S-8,  Commission File No. 333-
112577.

     10.27 2005 Stock Bonus plan  incorporated  by  reference to Exhibit 99.1 to
the  Registrant's  registration  statement  on Form  S-8,  Commission  File  No.
333-122859.

     10.28 2005  Supplemental  Stock Bonus plan  incorporated  by  reference  to
Exhibit 99.1 to the Registrant's registration statement on Form S- 8, Commission
File No. 333-126658.

     10.29 Purchase  Agreement  dated May 24, 2001 by and between the Registrant
and The Tail Wind Fund Ltd.  incorporated  by  reference  to Exhibit 10.1 to the
Registrant's current report on Form 8-K filed June 11, 2001. Commission File No.
0-10248.

     10.30  Registration  Rights  Agreement  dated May 24, 2001 by and among the
Registrant, The Tail Wind Fund Ltd. and Roan Meyers, Inc. incorporated herein by
reference to Exhibit 10.2 to the  Registrant's  current report on Form 8-K filed
June 11, 2001. Commission File No. 0-10248.

     10.31 Amendment to Callable Warrant dated April 28, 2004 by and between The
Tail Wind Fund,  Ltd. and the  Registrant  incorporated  by reference to Exhibit
10.17 to the Registrant's  registration  statement on Form S-3,  Commission File
No. 333-116908.

     10.32  First  Amendment  to  Purchase  Warrant  dated April 28, 2004 by and
between The Tail Wind Fund, Ltd. and the Registrant incorporated by reference to
Exhibit 10.18 to the Registrant's registration statement on Form S-3, Commission
File No. 333-116908.

     10.33 Form of First Amendment to Purchase Warrant dated June 1, 2004 by and
between  each  of  Roan/Meyers  Associates,  L.P.  and  its  designees  and  the
Registrant,  incorporated  by  reference  to Exhibit  10.19 to the  Registrant's
registration statement on Form S-3, Commission File No. 333- 116908.

     10.34  Asset  Purchase  Agreement  dated July 28,  2005 among  Health  Plus
Management Services,  L.L.C., Health Management Corporation of America,  Dynamic
Healthcare Management, Inc. and Fonar Corporation,  incorporated by reference to
Exhibit 2 to the Registrant's  Form 8-K, August 2, 2005,  Commission File No. 0-
10248.

     10.35 Partnership  Interest Purchase  Agreement dated September 29, 2008 by
and between Diagnostic Management, LLC and Raymond V. Damadian, M.D. MR Scanning
Centers Management  Company,  incorporated by reference to Exhibit 10.35 to Form
10-K for the fiscal year ended June 30, 2008. Commission File No. 0- 10248.

     14.1  Code  of  Ethics,  incorporated  by  reference  to  Exhibit  14.1  of
registrant's Form 10-K for the fiscal year ended June 30, 2004,  Commission File
No.: 0-10248.

21.1 Subsidiaries of the Registrant. See Exhibits.

23.1 Independent Registered Public Accounting Firm's Report See Exhibits.

31.1 Section 302 Certification. See Exhibits.

32.1 Section 906 Certification. See Exhibits.

99.1 Press Release on Sale to Largest  Orthopedic  Hospital in the  Netherlands,
     incorporated by reference to Exhibit 99.1 of registrant's Form 10-K for the
     fiscal year ended June 30, 2006, Commission File No.: 0-10248.




                       FONAR CORPORATION AND SUBSIDIARIES

SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities  Exchange
Act of 1934,  the registrant has duly caused this amended report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                               FONAR CORPORATION

Dated:  November 9, 2009

                               By: /s/ Raymond Damadian
                               Raymond V. Damadian, President

Pursuant  to the  requirements  of the  Securities  Exchange  Act of 1934,  this
amended  report has been signed below by the following  persons on behalf of the
registrant and in the capacities and on the dates indicated.

    Signature                 Title                Date

/s/ Raymond Damadian     Chairman of the      November 9, 2009
Raymond V. Damadian      Board of Directors,
                         President, Director
                         Principal Executive
                         Officer and Acting
                         Principal Financial
                         Officer)

/s/ Claudette J.V. Chan  Director and         November 9, 2009
Claudette J.V. Chan      Secretary


/s/ Robert J. Janoff     Director             November 9, 2009
Robert J. Janoff

/s/ Charles N. O'Data    Director             November 9, 2009
Charles N. O'Data

/s/ Robert Djerejian     Director             November 9, 2009
Robert Djerejian