8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report:  June 10, 2005

ISONICS CORPORATION

(Name of small business issuer as specified in its charter)

California	001-12531	77-0338561
State of	Commission File	IRS Employer
Incorporation	Number	Identification No.

5906 McIntyre Street, Golden, Colorado 80403

Address of principal executive offices

303-279-7900

Telephone number, including

Area code

Not applicable

Former name or former address if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR §230.425)

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

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR §240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR §240.13e-4(c))

Section 3 — Securities and Trading Markets

Item 3.03 — Material Modification to Rights of Security Holders

On June 10, 2005, we entered into an amendment to the terms of the Amended and Restated Warrant Agreement (dated July 26, 2001) for our outstanding Class B Redeemable Common Stock Purchase Warrants and our Class C Redeemable Common Stock Purchase Warrants (the “Warrants”) by which we extended the Warrant Expiration Date from its current expiration at 5:00 pm on December 31, 2005 until 5:00 pm on Friday, December 29, 2006.  The amendment will be effective on June 17, 2005, after notification to the warrant holders as required by the Warrant Agreement.

                We will file amendment no. 4 to our Form 8-A registration statement to reflect this amendment.

Section 9 — Financial Statements and Exhibits
Item 9.01 — Financial Statements and Exhibits

Exhibit	Description
4.11	Amendment no. 1 (dated June10, 2005) to the Amended and Restated Warrant Agreement dated July 26, 2001
99.1	Notification letter dated June 10, 2005, sent to Warrant holders on or about June 10, 2005

SIGNATURES

                Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 14th day of June 2005.

Isonics Corporation
By:	/s/ James E. Alexander
	James E. Alexander
	President and Chief Executive Officer

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EX-4.11

Exhibit 4.11

Amendment No. 1 to the

Amended and Restated

WARRANT AGREEMENT

dated July 26, 2001 (which was effective as of August 31, 2001),

which amended and restated that certain

Amended and Restated Warrant Agreement dated December 12, 2000,

which amended and restated

the Warrant Agreement dated as of June 1, 2000,

as amended as of August 9, 2000

Between

ISONICS CORPORATION

AND

CONTINENTAL STOCK TRANSFER & TRUST COMPANY

THIS FIRST AMENDMENT TO THE AMENDED AND RESTATED WARRANT AGREEMENT between ISONICS CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY dated as of July 26, 2001 (the “Warrant Agreement”) is entered into this 10^th day of June 2005 effective as of June 17, 2005.  Capitalized terms used herein, but not defined shall have the meanings ascribed to such terms in the Warrant Agreement.

W I T N E S S E T H :

WHEREAS, pursuant to the Warrant Agreement, the Class B Warrants and the Class C Warrants are scheduled to expire at the close of business on December 31, 2005, unless previously exercised; and

WHEREAS, the parties desire to amend the Warrant Agreement to extend the expiration date of the Class B Warrants and the Class C Warrants to the close of business on December 29, 2006.

NOW, THEREFORE, ISONICS CORPORATION, a California corporation (the “Company”), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY (the “Warrant Agent”), hereby agree to amend the Warrant Agreement as follows:

                1.             Paragraph (w) of Section 1 be and hereby is amended in its entirety so that it now reads as follows:

“Warrant Expiration Date” shall mean, unless the Warrants are redeemed as provided in Section 9 hereof prior to such date, 5:00 p.m. (New York time): (i) with respect to the Class B Warrants, on December 29, 2006, and (ii) with respect to the Class C Warrants, on December 29, 2006, or if earlier, the Redemption Date

as defined herein, whichever date is earlier; provided that if such date shall in the State of New York be a holiday or a day on which banks located in the State of New York are authorized to close, then 5:00 p.m. (New York time)on the next following day which, in the State of New York, is neither a holiday nor a day on which such banks are authorized to close. Upon prior written notice to the Registered Holders, the Company (in its sole discretion) shall have the right to extend the Warrant Expiration Date.”

2.            Exhibit “A” to the Warrant Agreement is hereby modified to conform with the extension of the expiration date of the Class B Warrants and the Class C Warrants to and including December 29, 2006.

3.             Except as modified herein, the terms and conditions of the Warrant Agreement shall remain in full force and effect.

4.             This First Amendment may be executed in one or more counterparts, and by different parties hereto on separate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, this First Amendment has been executed as of the date first written above.

ATTEST:		ISONICS CORPORATION
By:	/s/ John V. Sakys	By:	James E. Alexander
John V. Sakys, Secretary		James E. Alexander, President

CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent

By:	/s/ William Seegraber
Name:	William Seegraber
Title:	Vice President

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EX-99.1

Exhibit 99.1

ISONICS CORPORATION LETTERHEAD

June 10, 2005

To: All of the holders of our outstanding Class B Redeemable Common Stock Purchase Warrants and our outstanding Class C Redeemable Common Stock Purchase Warrants (the “Warrants”)

Ladies and Gentlemen:

As we announced in October 2004, the prospectus that allowed you to exercise your Warrants was no longer current.  We attempted to file a post-effective amendment to the registration statement that included the prospectus, but we were unable to do so because our former auditors, Grant Thornton LLP, were unwilling to consent to the inclusion of its report on our April 30, 2003 and 2004 financial statements in the post-effective amendment.

We are hopeful that we will be able to make the required filings with the Securities and Exchange Commission (the “SEC”) in September or October 2005, although even if we are able to make the filings as we anticipate, the effectiveness of the post-effective amendment will be subject to the SEC’s review process.

Because of your inability to exercise the Warrants since October 2004 due to circumstances beyond your control or our control, we believe that it is fair to extend the Warrant Expiration Date (as that term is defined in the Amended and Restated Warrant Agreement that defines the Warrants you hold) to 5:00 pm New York time on Friday, December 29, 2006 (a one-year extension).  Accomplishing this extension at this time does not create any obligation or commitment on our part to make any further extensions whether or not any post-effective amendment is filed or becomes effective.

We have entered into an amendment to the Warrant Agreement with our Warrant agent, Continental Stock Transfer & Trust Co., Inc. that will be effective on June 17, 2005, and we will shortly be filing an amendment to our Form 8-A registration statement describing the amendment.  Copies of the July 26, 2001 Warrant Agreement, the current amendment to the Warrant Agreement, and the Form 8-A registration statement are all available online at www.sec.gov.  If you would like copies of any of those documents, or other filings made by Isonics, please do not hesitate to write to the Corporate Secretary of Isonics Corporation at the address set forth above.  You may fax us any such request.

We understand your frustration in not being able to exercise your Warrants; we share your frustration.

Sincerely yours,

/s/ James E. Alexander

James E. Alexander, President

This does not constitute an offer to sell, or a solicitation of an offer to buy any security, or a solicitation that you exercise any Warrant you may hold.  Such a solicitation will only be accomplished pursuant to a prospectus, and will only be permitted in states where the exercise of Warrants has been qualified under applicable state securities laws.

Except for historical information contained herein, this document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve known and unknown risks and uncertainties that may cause our actual results or outcomes to be materially different from those anticipated and discussed herein. Important factors that we believe might cause such differences are discussed in the risk factors detailed in our Form 10-KSB for the year ended April 30, 2004, our quarterly report on Form 10-QSB for the nine months ended January 31, 2005, and other documents filed with the Securities and Exchange Commission. In assessing forward-looking statements contained herein, readers are urged to carefully read all cautionary statements contained in our filings.

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